TCR_Public/101020.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 20, 2010, Vol. 14, No. 291

                            Headlines

10905 BELLAIRE: Case Summary & 14 Largest Unsecured Creditors
32 BROADWAY: Case Summary & 2 Largest Unsecured Creditors
556 HOLDING: Chelsea Art Museum Could Close Amid Court Battle
A PLUS: Case Summary & 13 Largest Unsecured Creditors
ABITIBIBOWATER INC: Terminates Backstop Agreement with Fairfax

ACCELLENT INC: Moody's Assigns 'Caa2' Rating on Senior Notes
ACCELLENT INC: S&P Assigns 'CCC+' Rating to $315 Mil. Notes
ACME CAKE: Can Still Seek Bankruptcy Protection
AGA MEDICAL: St. Jude Deal Cues Moody's Stable Outlook
AGRI-BEST HOLDINGS: Taps Shaw Gussis as Bankruptcy Counsel

AGRI-BEST HOLDINGS: US Trustee Names 7 Members to Creditors Panel
AGRI-BEST HOLDINGS: Wants Focus Management as Financial Advisor
ANGEL ACQUISITION: Earns $1.2 Million in June 30 Quarter
ARROW AIR: Files Amended Schedules of Assets and Liabilities
AMC ENTERTAINMENT: Fitch Affirms CCC/RR6 Rating on Sr. Sub. Notes

AMERICAN ACHIEVEMENT: Moody's Reviews 'Caa1' Corp. Family Rating
AMERICAN ACHIEVEMENT: S&P's Assigns 'B' Rating on Senior Notes
AMERICAN COMMERCIAL: S&P Puts 'B' Rating to CreditWatch Developing
ANTHONY FANUELE: Voluntary Chapter 11 Case Summary
BENDA PHARMACEUTICAL: Posts $304,600 Net Loss in June 30 Quarter

CALPINE CORPORATIONS: Moody's Assigns 'B1' Rating to Senior Bonds
CAPMARK FINANCIAL: Committee Insists on Standing to Pursue Claims
CAPMARK FINANCIAL: Seeks to Confirm Sale of Properties in Germany
CAPMARK FINANCIAL: Unsecured Creditors Oppose Deal With Lenders
CAPRI I: U.S. Trustee Unable to Appoint Creditors Committee

CARSON VALLEY: Case Summary & 3 Largest Unsecured Creditors
CATALINA INDUSTRIES: Chapter 11 Reorganization Case Dismissed
CENTER POINT: Voluntary Chapter 11 Case Summary
CENTERPLATE INC: S&P Assigns 'B' Corporate Credit Rating
CHEMTURA CORP: Court Signs USW Retirees Settlement

CHEMTURA CORP: Proposes NJ Dial Corp. Settlement
CHEMTURA CORP: Tricor Claim Allowed for $2.3 Million
CHEMTURA CORP: Wins Approval of Carpenter Diacetyl Settlement
COLUMBIAN CHEMICALS: Moody's Assigns 'Ba3' Corp. Family Rating
CONSOLIDATED HORTICULTURE: Organizational Meeting Set for Oct. 26

COOK ASSOCIATES: Utah Lease Dispute Continues in State Court
DALE JARRETT: June 30 Balance Sheet Upside-Down by $154,000
DELPHI CORP: Jury Selection Starts in D&O Trial
DENNY HECKER: Court Revokes Conditional Release, Wants Docs.
ELEPHANT TALK: Completes US Offering of Common Stock and Warrants

EQK BRIDGEVIEW: Files List of 10 Largest Unsecured Creditors
EQK BRIDGEVIEW: Files Schedules of Assets & Liabilities
EQK BRIDGEVIEW: Section 341(a) Meeting Scheduled for Nov. 9
FARRAHI AND ASSOCIATES: Case Summary & 3 Largest Unsec. Creditors
FLEETPRIDE CORP: S&P Gives Stable Outlook, Affirms 'B' Rating

FOCUS BRANDS: S&P Assigns 'B' Corporate Credit Rating
FONTAINEBLEAU LV: $260.8 Mil. in Claims Change Hands in July
FONTAINEBLEAU LV: Examiner Files Fee Applications
FONTAINEBLEAU LV: Files List of Unpaid Debts
FRONTIER AIRLINES: CEO Bedford to Roll Back Wages in 3 Years

GALP CNA: Files List of 20 Largest Unsecured Creditors
GALP CNA: Gets Nod to Hire Matthew Hoffman as Bankr. Counsel
GARLOCK SEALING: PI Claimants Want Say in Plan Formulation
GARY BURIVAL: Ch. 11 Trustee Fails in Bid to Invalidate Maly Claim
GARY LABRIOLA: Case Summary & 20 Largest Unsecured Creditors

GENERAL GROWTH: First City Sues Debtor Price Development
GLOBAL SHIP: Posts $5.0 Million Net Loss in June 30 Quarter
GREG LEDBETTER: Case Summary & 8 Largest Unsecured Creditors
GREEN MOUNTAIN: S&P Assigns Corporate Credit Rating at 'B'
HAWK CORP: Carlisle Deal Won't Affect Moody's 'B2' Rating

HAWK CORP: S&P Changes CreditWatch on 'B' Rating to Positive
HONOLULU SYMPHONY: Musicians Withdraw Charges
IMH FINANCIAL: Posts $42.2 Million Net Loss in June 30 Quarter
INNKEEPERS USA: Court Amends Cash Collateral Order
INNKEEPERS USA: Files First Status Report on Bankruptcy Cases

INNKEEPERS USA: Wants April 13 Extension for Removal Period
JACOBS FINANCIAL: Delays Filing of Form 10-Q for Aug. 31 Quarter
LAWRENCE DUPUY WIEDEMANN: Court Grants Turner $51,000 in Fees
LEONARDUS HEIJLIGERS: Voluntary Chapter 11 Case Summary
LESLIE CONTROLS: Insurers Denied Access to Asbestos Documents

MAR-ROX INC: 5th Cir. Affirms Plan Rejection, Case Conversion
MARY SIMMONS: Case Summary & 15 Largest Unsecured Creditors
MEDICAL EDUCATIONAL: Plan Outline Hearing Set for December 1
MESA AIR: Extends Code Share Agreement With US Airways
METAMORPHIX INC: Organizational Meeting to Form Panel Oct. 22

MIRA VISTA: Plan Outline Hearing Scheduled for November 29
MOUNT VERNON: Plan Promises Up to 4.2% Recovery for Unsecureds
MOVIDA COMMUNICATIONS: Insider Claims v. Brightstar Dismissed
NEFERTARY, INC.: Case Summary & 17 Largest Unsecured Creditors
NEXT 1: Filing of Form 10-Q for August 31 will be Delayed

NORTH AMERICA: Voluntary Chapter 11 Case Summary
NORTH AMERICAN PETROLEUM: Securities Trading Restrictions Imposed
OAKRIDGE GOLF: Voluntary Chapter 11 Case Summary
OMNOVA SOLUTIONS: Moody's Assigns 'Ba2' Rating on $200 Mil. Loan
ORANGE ROSE: Case Summary & 10 Largest Unsecured Creditors

ORLEANS HOMEBUILDERS: Reaches Consensual Separation Deal With CEO
PALAZZO HOMES: Owner Files for Chapter 7 Protection
PETTERS GROUP: Trustee Aims to Recover Over $3BB in Phony Profits
QWEST COMMUNICATIONS: Fitch Maintains 'BB' Issuer Default Rating
R&G FINANCIAL: Bondholder Seeks Approval to Sue Directors

RANCHO TOPANGA: Case Summary & 19 Largest Unsecured Creditors
RAYMOND FARMER: Plan Promises to Pay Creditors in Five Years
REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
RICHARD KLARCHEK: Taps Gregory K. Stern P.C. as Bankruptcy Counsel
RICHARD KLARCHEK: Wants Filing of Schedules Extended Until Nov. 2

RICHARD KLARCHEK: Section 341(a) Meeting Scheduled for Nov. 9
RIVER ROCK: Moody's Reviews 'B2' Corporate Family Rating
ROBERT NORRIS: Case Summary & 20 Largest Unsecured Creditors
ROCK US: Gets Competing Offer for Rock JV Madison Ave. Building
ROSETTA MILLINGTON: Voluntary Chapter 11 Case Summary

SENIOR COTTAGES: Chapter 7 Trustee's Malpractice Claim Fails
SENTINEL MANAGEMENT: Court Denies BNY's Dispute With Trustee
SMART ALEC'S: Case Summary & 2 Largest Unsecured Creditors
SOUTH BAY: Court Officially Approves Incentive Plan
TACO DEL MAR: Franchise Brands Wants to Buy Assets

TAMARACK RESORT: Judge to Issue Ruling on Disputed $2 Million Loan
TERRESTAR NETWORKS: Files for Ch. 11 with EchoStar Deal
TERRESTAR NETWORKS: Case Summary & 30 Largest Unsecured Creditors
TEXAS COMPETITIVE: Fitch Assigns 'B/RR2' Rating to $350 Mil. Notes
TO GOD BE THE GLORY: Voluntary Chapter 11 Case Summary

TRIBUNE CO: JPMorgan, Others Seek to Block Trustee Appointment
TRICO MARINE: Creditors Committee Object to Appointments
TRONOX INC: Seeks Approval on $125MM Credit From Wells Fargo
UNIVERSAL BUILDING: Lender Withdraw Creditor-Repayment Plan
UPPER MARKET: Case Summary & 8 Largest Unsecured Creditors

US AIRWAYS: Extends Code Share Agreement With Mesa Air
VISTEON CORP: Judge Denies Retirees' Bid for Committee Status
WESTERN WIND: Posts C$673,900 Net Loss in June 30 Quarter
WHITTLE DEV'T: Court Extends Filing of Schedules Until Nov. 2
WHITTLE DEV'T: Taps Wright Ginsberg as Bankruptcy Counsel

WHITTLE DEV'T: Mariah Bay Files List of 2 Largest Unsec. Creditors
WHITTLE DEV'T: Section 341(a) Meeting Scheduled for Nov. 9
WILLIAM HEGGER: Case Summary & 12 Largest Unsecured Creditors
WL HOMES: Arbitration Bid "Unenforceable", Homeowners Say
WOUND MANAGEMENT: Posts $663,000 Net Loss in June 30 Quarter

ZEIG ELECTRIC: Voluntary Chapter 11 Case Summary

* September Bankruptcy Filings by Multi-Million Dollar Companies

* Bankruptcy Lawyers Field Calls from Troubled Municipalities
* TMA Survey Says Restructuring Revenue Flat or Decreased

* Upcoming Meetings, Conferences and Seminars

                            *********

10905 BELLAIRE: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 10905 Bellaire Investment, LLC
        10905 Bellaire Blvd., Suite A
        Houston, TX 77072

Bankruptcy Case No.: 10-39244

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: J. Craig Cowgill, Esq.
                  J. CRAIG COWGILL & ASSOCIATES, P.C.
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  E-mail: jccowgill@cowgillholmes.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-39244.pdf

The petition was signed by Po Lun Huang, managing partner.


32 BROADWAY: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 32 Broadway LLC
        528 Third Avenue West, Suite 101
        Seattle, WA 98119

Bankruptcy Case No.: 10-22332

Chapter 11 Petition Date: October 14, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Kevin T. Helenius, Esq.
                  40 Lake Bellevue, Suite 100
                  Bellevue, WA 98005
                  Tel: (425) 450-7011
                  E-mail: efiling@kth-law.com

Scheduled Assets: $5,425,000

Scheduled Debts: $2,992,418

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-22332.pdf

The petition was signed by Steven Cupic, managing member.


556 HOLDING: Chelsea Art Museum Could Close Amid Court Battle
-------------------------------------------------------------
The survival of the Chelsea Art Museum is in doubt amid a battle
over control of its home, with a lender and the owner each
claiming the right to sell the property, Dow Jones' DBR Small Cap
reports.

556 Holding LLC is the entity that owns the building that houses
the Chelsea Art Museum.  The building was built in 1850 and
located in the Chelsea neighborhood on the west side of
Manhattan.  The building is worth $20 million, says 556 Holding.

New York-based 556 Holding LLC filed for Chapter 11 bankruptcy
protection on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14267).
Richard Engman, Esq., at Jones Day, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million.

An affiliate, KDMJ Realty, Inc., filed a separate Chapter 11
petition on August 6, 2010 (Bankr. S.D.N.Y. Case No. 10-14268).


A PLUS: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: A Plus National Management, LLC
        10905 Bellaire Blvd., Suite A
        Houston, TX 77072

Bankruptcy Case No.: 10-39243

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: J. Craig Cowgill, Esq.
                  J. CRAIG COWGILL & ASSOCIATES, P.C.
                  8100 Washington, Suite 120
                  Houston, TX 77007
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284
                  E-mail: jccowgill@cowgillholmes.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 13 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/txsb10-39243.pdf

The petition was signed by Po Lun Huang, managing partner.


ABITIBIBOWATER INC: Terminates Backstop Agreement with Fairfax
--------------------------------------------------------------
In a regulatory filing Tuesday, AbitibiBowater Inc., discloses
that on October 13, 2010, the Company delivered a termination
notice in respect of, and pursuant to, the Backstop Commitment
Agreement dated May 24, 2010, as amended as of July 20, 2010,
among the Company, on the one hand, and Fairfax Financial Holdings
Ltd., Avenue Capital Management II, L.P., Paulson Credit
Opportunities Master Ltd., Barclays Bank plc, Steelhead Navigator
Master, L.P., J.P. Morgan Securities Inc. and Whitebox Advisors,
LLC, on the other.  The Agreement was entered into in connection
with the creditor protection proceedings of the Company and
certain of its subsidiaries.  AbitiBowater refers to the Debtors'
Second Amended Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code and the CCAA Plan of Reorganization and
Compromise together as the "plans of reorganization" and to the
Company's and its affiliates' creditor protection proceedings
under Chapter 11 of the U.S. Bankruptcy Code and the Companies'
Creditors Arrangement Act (Canada), as applicable, as the
"creditor protection proceedings".

Subject to certain conditions precedent set forth in the
Agreement, each backstop investor had committed to purchase its
pro rata share of convertible unsecured subordinated notes not
subscribed for in the rights offering contemplated in the plans of
reorganization as part of the Company's exit financing.  On
September 21, 2010, the Company reported that it had filed a
notice with the U.S. Bankruptcy Court stating that it had elected
not to pursue the rights offering.  As a result of the
termination, the Company is required under the Agreement to pay to
the backstop investors a termination payment of $15 million on the
effective date of the plans of reorganization.

The previously disclosed plan support agreements among the Company
and each backstop investor, as contemplated by the Agreement,
remain in full force and effect notwithstanding the termination of
the Agreement.

Fairfax is the parent company of certain lenders under the Senior
Secured Superpriority Debtor in Possession Credit Agreement, dated
as of April 21, 2009, as amended, by and among the Company,
Bowater Incorporated, Bowater Canadian Forest Products Inc., as
debtors, debtors in possession and borrowers and Law Debenture
Trust Company of New York, as administrative agent and collateral
agent, and the lenders party thereto.  Along with certain of its
subsidiaries, Fairfax also holds the 8.0% convertible notes due
2013, which are convertible into approximately 37 million shares
of the Company.  Fairfax and its affiliates appointed two
directors to the Company's board of directors pursuant to the
related note purchase agreement, including Paul C. Rivett, vice
president and chief legal officer of Fairfax.

                    About AbitibiBowater Inc.

AbitibiBowater Inc. (OTC: ABWTQ) produces newsprint, commercial
printing papers, market pulp and wood products.  It is the eighth
largest publicly traded pulp and paper manufacturer in the world.
AbitibiBowater owns or operates 22 pulp and paper facilities and
26 wood products facilities located in the United States, Canada
and South Korea.  The Company also recycles old newspapers and
magazines.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  The Company and its
Canadian affiliates commenced parallel restructuring proceedings
under the Companies' Creditors Arrangement Act before the Quebec
Superior Court Commercial Division the next day.  Alex F. Morrison
at Ernst & Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Pauline K. Morgan,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt &
Taylor, in Wilmington, represent the Chapter 15 Debtors.

U.S. Bankruptcy Judge Kevin Carey handles the Chapter 11 cases of
AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15
case of ACI, et al.

AbitibiBowater Inc.'s consolidated balance sheet at June 30, 2010,
showed $6.649 billion in total assets, $9.437 billion in total
liabilities, and a stockholders' deficit of $2.788 billion.


ACCELLENT INC: Moody's Assigns 'Caa2' Rating on Senior Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Accellent,
Inc.'s new senior subordinated notes offering.  At the same time,
Moody's affirmed the company's existing B3 Corporate Family and
Probability of Default ratings and, the SGL-2 speculative grade
liquidity rating.  The rating outlook is stable.

Proceeds from the note offering will be used to refinance the
company's existing $295 million senior subordinated notes due
2013.  Moody's plans to withdraw the rating on the notes upon
completion of the transaction.

Accellent, Inc.

Rating Assigned:

  -- $315 million senior subordinated notes due 2017 at Caa2 (LGD-
     5, 82%)

Ratings affirmed:

  -- Corporate Family Rating at B3;
  -- Probability of Default Rating at B3;
  -- $75 million ABL revolver at Ba3 (LGD1, 2%)
  -- $400 million senior secured notes at B1 (LGD3, 31%);
  -- Speculative grade liquidity rating at SGL-2;

Rating to be withdrawn:

  -- $295 million senior subordinated notes due 2013 at Caa2
     (LGD5, 83%).

                        Ratings Rationale

Accellent's B3 CFR reflects the company's very high leverage,
partially offset by stabilizing profitability and cash flow
generation.  As a leading outsource manufacturer of medical
devices in a highly fragmented field, Accellent is still
relatively small in terms of revenues and its dependence on its
end-users provides additional risk.  Sales growth has slowed due
in part to declining sales in Orthopedic products, as well as a
general slowdown in elective procedures tied to the economy.
Going forward, Moody's expect Accellent to continue to focus on
internal operating performance to help offset top-line
constraints.  However, expanding manufacturing capabilities via
acquisitions may also drive future growth.

The stable outlook reflects Moody's belief that pressure on top-
line growth will be offset by improved operating performance and
cash flows.  In addition, the stable outlook assumes that given
already high leverage, the company will not engage in debt-
financed acquisitions.

Upward movement may be considered if top-line growth improves and
credit ratios, including CFO/Debt, FCF/Debt and Debt/EBITDA,
appear sustainable in at least the mid -"B" range.

If top-line pressure accelerates such that operating margins and
cash flow generation weaken, the ratings could face pressure.  In
addition, if the company engages in debt-funded acquisitions, the
ratings could be downgraded.

Accellent, Inc., is an outsourcing company that performs
manufacturing and engineering services, primarily for leading
companies in several segments of the medical device industry.
Accellent is a holding company that is owned by affiliates of
Kohlberg Kravis Roberts & Co. and Bain Capital LLC following their
acquisition of Accellent in November 2005.  The company reported
net sales of approximately $478 million for the last twelve months
end June 30, 2010.


ACCELLENT INC: S&P Assigns 'CCC+' Rating to $315 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level credit rating to Wilmington, Mass.-based
Accellent Inc.'s proposed $315 million senior subordinated notes
maturing 2017.  At the same time, S&P assigned a '6' recovery
rating, indicating S&P's expectation for negligible (0-10%)
recovery in the event of payment default.  All other ratings on
the company, including the 'B' corporate credit rating, remain
unchanged.  The outlook remains stable.

The senior subordinated notes will be issued by Accellent Inc.
Proceeds will be used to tender the company's existing
$295 million (outstanding) 10.5% senior subordinated notes due
2013, pay the tender premium, and fund transaction expenses.  The
issuance of these notes will leave the company's total debt
outstanding largely unchanged while pushing out the maturity of
the subordinated debt.

The speculative-grade rating on Accellent reflects S&P's
expectation that leverage will remain high, at more than 5x, over
the next two years, based on the substantial debt that originated
with the 2005 acquisition by Kohlberg Kravis and Roberts.  Market
based pressures and the still-weak economy will continue to impact
revenue growth.  Although Accellent's restructuring programs, and
any economic improvement, could contribute to improving trends,
S&P believes these gains will be incremental rather than
transformative.

                          Ratings List

                          Accellent Inc.

         Corporate credit rating             B/Stable/--

                        Ratings Assigned

              $315 mil. senior sub nts due 2017  CCC+
               Recovery rating                    6


ACME CAKE: Can Still Seek Bankruptcy Protection
-----------------------------------------------
Sabatini Frozen Foods LLC sought dismissal of the bankruptcy case
of Acme Cake Co., Inc., with prejudice, arguing that it is unfair
to allow the Debtor to seek bankruptcy protection again, receive
the benefit of the automatic stay, and thereby frustrate
Sabatini's efforts to enforce its judgment.  The Hon. Carla E.
Craig, however, denies the request.  Judge Craig concludes that
dismissal with prejudice is not warranted.  She says the relief is
appropriate in circumstances where the debtor abused the
bankruptcy process, for example, by filing in bad faith.  There is
no evidence in the record that the Debtor abused the bankruptcy
process, and therefore, dismissal with prejudice is not warranted.

In the same ruling, the Court denies the request by Kelley Drye &
Warren to appoint a Chapter 11 trustee or convert the case to one
under chapter 7 of the Bankruptcy Code.

Kelley Drye is the former counsel to the Committee of Unsecured
Creditors in the case.  Sabatini is the chairman of the Committee.

The Court also approved a slew of fee applications from bankruptcy
professionals employed in the case.

Sabatini had argued that cause existed to dismiss the case because
the Debtor failed to file a confirmable plan.  The most recent
plan had proposed to pay unsecured creditors 2%.  Sabatini, which
dominates the class of unsecured creditors with a claim in excess
of $1.7 million, stated that it will not vote to accept a plan
unless it is satisfied with the amount to be paid to unsecured
creditors, and the proposed distribution was unacceptable.
Therefore, there was no impaired accepting class of creditors
necessary to confirm the plan, as required by Sec. 1129(a)(10) of
the Bankruptcy Code.

Sabatini also argued that the Debtor suffered continuing losses,
and has no reasonable likelihood of reorganization.  The Debtor
cannot sell assets pursuant to a plan, as the Debtor proposed,
because the Debtor's board had not approved the sale.  Any sale
would violate applicable N.Y. state law.

On August 11, 2010, the Court determined that cause existed under
Sec. 1112 to dismiss or convert the case because the Debtor failed
to propose a confirmable plan, and because of the uncontested
facts that the estate was administratively insolvent and was
suffering continuing losses.  The Court also noted that the Debtor
abandoned any effort to reorganize by filing an application to
convert the case to one under chapter 7.

Sabatini then sought dismissal of the case with prejudice.  The
Court did not bite since this wasn't part of Sabatini's original
request.

The Debtor and Kelley Drye also countered.  The Debtor proposed
case dismissal without prejudice.  Kelly Drye proposed that,
pursuant to Sec. 349(b)(3), the assets not revest with the Debtor
upon dismissal, so that the Court decide pending fee applications
and so that bankruptcy professionals would be paid prior to
revesting of the assets.

On August 26, the Court deferred entry of an order dismissing the
case until the fee applications were heard.

A copy of the Court's decision dated Oct. 18, 2010, is available
at http://is.gd/g8btvfrom Leagle.com

Acme Cake Co., Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 08-41965) on April 2, 2008, after a jury
verdict was rendered in favor of Sabatini in excess of $1.7
million.  The bankruptcy petition was filed prior to entry of the
judgment.  The Company estimated under $1 million in assets and
debts in its petition.

Weinberg, Gross & Pergament LLP served as Debtor's counsel.
Stuart, Edelstein, Linderman & Co, Inc., acted as accountants for
the Debtor.

Finkel Goldstein Rosenbloom & Nash, LLP, served as attorneys for
the Committee.  Kelley Drye replaced Finkel Goldstein in November
2008.  Backenroth, Frankel & Krinsky, LLP replaced Kelley Drye in
July 2009.


AGA MEDICAL: St. Jude Deal Cues Moody's Stable Outlook
------------------------------------------------------
Moody's Investors Service changed the rating outlook for St. Jude
Medical (Baa1 senior unsecured) to stable from positive following
the company's announcement that it was acquiring AGA Medical
Corporation (B3 CFR), a leading maker of occlusion devices for
structural heart defects, for about $1.3 billion in stock and
cash, and that its board had authorized a new share buyback
program totaling $600 million.  At the same time, Moody's affirmed
St. Jude's Baa1 long-term debt ratings and its Prime-2 short-term
rating.  In addition, Moody's placed AGA Medical's ratings under
review for possible upgrade.

The change in outlook reflects Moody's belief that because of
additional leverage associated with what appears to be a richly
priced transaction and a subsequent share buyback, St. Jude will
not be able to sustain credit metrics (in at least the mid-"A"
range) that will position it for an upgrade over the next 12 to 18
months.

"St. Jude's appetite for leverage is somewhat more aggressive than
expected when Moody's assigned the positive outlook last year,"
said Diana Lee, a Senior Credit Officer at Moody's.  Immediately
following these transactions, credit metrics are expected to
decline to levels that are not strongly positioned for a Baa1
rating.

The stable outlook reflects Moody's expectation that credit
metrics will return to levels appropriate for a Baa1 rating as St.
Jude deleverages.  In addition, the outlook incorporates Moody's
expectation that St.  Jude will not utilize high levels of short
term borrowings to execute these transactions.

St. Jude's Baa1 ratings consider the company's high concentration
in cardiac rhythm management products, which have been challenged
by low single digit market growth rates.  After experiencing
relatively weak growth in 2009, St. Jude's core CRM division
returned to better than market growth rates, due in part to new
product launches and a recall of a competitor's product.  St.
Jude is also among the leaders in smaller, developing markets such
as atrial fibrillation and neuromodulation, although recent growth
rates have also moderated in these areas, highlighting ongoing
competitive pressures across all of its segments.  The acquisition
of AGA Medical -- which has enjoyed strong growth rates -- should
better position St. Jude as a leading player in the structural
heart market.  The ratings also consider the company's focus on
shareholder initiatives, highlighted by significant buybacks, and
the potential for additional acquisitions, especially if CRM
market growth rates remain soft.

If the company continues to make large debt-financed acquisitions
or buybacks such that credit metrics fall to the "Baa" range, the
ratings could come under pressure.  If, however, St. Jude
deleverages and can maintain lower debt levels, and can enjoy
above market growth rates so that credit metrics can be sustained
at least at the mid-"A" level, the outlook or ratings could
improve.

Ratings affirmed with a stable outlook:

St. Jude Medical:

  -- Baa1 senior unsecured notes
  -- (P)Baa1 senior unsecured shelf
  -- Prime-2 short-term rating

Ratings placed under review for possible upgrade:

AGA Medical Corporation

  -- B3 Corporate Family Rating
  -- B3 PDR
  -- B2 Senior Secured Bank Facility

If AGA Medical's bank facility remains outstanding, the rating
review will consider any expected improvement in the company's
credit profile and any support mechanisms provided by St.  Jude.
If the bank facility is terminated, Moody's will withdraw the
company's ratings.  If the transaction does not close, Moody's
anticipates confirming AGA Medical's ratings at the existing
level.

St. Jude Medical, headquartered in Minneapolis, Minnesota, is a
leading manufacturer of medical devices used in the treatment of
cardiac disease.  The company generated approximately $4.9 billion
in revenues for the twelve months ended July 3, 2010.

AGA Medical Corporation, headquartered in Plymouth, Minnesota, is
a leading manufacturer of minimally invasive nitinol-based
occlusion devices for the treatment of cardiovascular defects and
peripheral vascular disease.  The company generated approximately
$209 million in revenues for the twelve months ended June 30,
2010.


AGRI-BEST HOLDINGS: Taps Shaw Gussis as Bankruptcy Counsel
----------------------------------------------------------
Agri-Best Holdings, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Shaw Gussis Fishman Glantz Wolfson & Towbin LLC as
bankruptcy counsel.

Shaw Gussis will, among other things:

     a. advise the Debtors with respect to asset dispositions,
        including sales, abandonments, and assumptions or
        rejections of executory contracts and unexpired leases,
        and take actions as may be necessary to effectuate those
        dispositions;

     b. assist the Debtors in the negotiation, formulation and
        drafting of a Chapter 11 plan;

     c. take actions as may be necessary with respect to claims
        that may be asserted against the Debtors and property of
        their estates; and

     d. prepare applications, motions, complaints, orders and
        other legal documents as may be necessary in connection
        with the appropriate administration of the cases.

The hourly rates of Shaw Gussis' personnel are:

        Member                   $370-$600
        Associates               $245-$335

Steven B. Towbin, Esq., a member at Shaw Gussis, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein
Solutions and Agri-Best Properties, LLC, processes and distributes
portion control meat products to national restaurant chains, food
distributors, and consumers.

Agri-Best and its affiliates filed for Chapter 11 bankruptcy
protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10-
44595).  Focus Management Group USA, Inc., is the Debtors'
financial advisor.  Agri-Best estimated its assets and debts at
$10 million to $50 million as of the Petition Date.


AGRI-BEST HOLDINGS: US Trustee Names 7 Members to Creditors Panel
-----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, appoints seven
members to the Official Committee of Unsecured Creditors in Agri-
Best Holdings, LLC, et al.'s Chapter 11 cases.

The Committee members include:

1) The Ettlinger Corporation
   Attn: Peter Ettlinger
   175 Olde Half Day Road, Ste. 247
   Lincolnshire, IL 60069

2) Marcus Foods
   Attn: Keith Alter
   240 N. Rock Road, Ste. 246
   Wichita, KA 67206

3) Midland Paper Company
   Attn: Ralph DeLetto
   101 E. Palatine Road
   Wheeling, IL 60090

4) Amigos Foods
   Attn: Manny Rangel, Jr.
   5251 S. Millard
   Chicago, IL 60632

5) Lincoln Provision Inc.
   Attn: Niteen N. Joshi
   824 West 38th Place
   Chicago, IL 60609

6) Cryovac-Sealed Air Corporation
   Attn: Michael Wallace
   P.O. Box 464
   Duncan, SC 29334

7) Rudd Container Corporation
   Attn: Darrell J. Rudd
   4600 S. Kolin
   Chicago, IL 60632

Peter Ettlinger is the interim creditors' committee chairman.

Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein
Solutions and Agri-Best Properties, LLC, processes and distributes
portion control meat products to national restaurant chains, food
distributors, and consumers.

Agri-Best and its affiliates filed for Chapter 11 bankruptcy
protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10-
44595).  Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC, assists the Debtor in its restructuring
effort.  Focus Management Group USA, Inc., is the Debtors'
financial advisor.  Agri-Best estimated its assets and debts at
$10 million to $50 million as of the Petition Date.


AGRI-BEST HOLDINGS: Wants Focus Management as Financial Advisor
---------------------------------------------------------------
Agri-Best Holdings, LLC, et al., ask for authorization from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Focus Management Group USA, Inc., as financial advisor.

Focus Management will, among other things:

     a. assist the Debtors in the preparation and management of
        their bankruptcy cases;

     b. assist the Debtors in the preparation of all budgets and
        other reports, including monthly operating reports;

     c. assist the Debtors in the preparation of their Statements
        of Financial Affairs and Schedules; and

     d. assist the Debtors in communicating with their customers,
        vendors, employees and other stakeholders in the Debtors'
        business regarding the status of the Cases including the
        preparation of initial communication materials and updates
        as necessary.

Focus Management will be paid $325 to $375 per hour for its
services.

J. Tim Pruban, Focus Management's president, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Chicago, Illinois-based Agri-Best Holdings LLC, dba Protein
Solutions and Agri-Best Properties, LLC, processes and distributes
portion control meat products to national restaurant chains, food
distributors, and consumers.

Agri-Best and its affiliates filed for Chapter 11 bankruptcy
protection on October 5, 2010 (Bankr. N.D. Ill. Lead Case No. 10-
44595).  Steven B. Towbin, Esq., at Shaw Gussis Fishman Glantz
Wolfson & Towbin LLC, assists the Debtor in its restructuring
effort.  Agri-Best estimated its assets and debts at $10 million
to $50 million as of the Petition Date.


ANGEL ACQUISITION: Earns $1.2 Million in June 30 Quarter
--------------------------------------------------------
Angel Acquisition Corp. filed its quarterly report on Form 10-Q,
reporting net income of $1.2 million on $47,278 of revenue for the
three months ended June 30, 2010, compared with a net loss of
$187,054 on $46,244 of revenue for the same period in 2009.

During the quarter ended June 30, 2010, convertible debt of
$1.0 million plus the related accrued derivative was forgiven by
the note holder.  In addition accrued salaries and accrued payroll
taxes due to the major stockholder was also forgiven.  The total
amount forgiven equaled approximately $1.6 million.

As of June 30, 2010, the Company had a deficiency in working
capital of $745,681.

The Company's balance sheet at June 30, 2010, showed $1.7 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $360,084.

Gruber & Company, LLC, in Lake Saint Louis, Mo., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for 2009.  The
independent auditors noted that the Company is dependent upon the
available cash on hand and either future sales of securities or
upon its current management or advances or loans from controlling
shareholders or corporate officers to provide sufficient working
capital.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6caa

                     About Angel Acquisition

Carson City, Nev.-based Angel Acquisition Corp. was incorporated
under the laws of the state of Nevada on March 10, 1999, under the
name Palomar Enterprises, Inc.  On February 5, 2008, the Company
changed its name to Angel Acquisition Corp. to properly reflect
the change in business direction.  The Company assists private
companies in the process of going public as well as being a
licensed mortgage broker and developer.


ARROW AIR: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------
Arrow Air, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $40,587,378
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $54,280,859
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $64,470
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $32,865,699
                                 -----------     -----------
        TOTAL                    $40,587,378     $87,211,028

A full-text copy of the Amended Schedules is available for free at
http://bankrupt.com/misc/ArrowAir_amendedSAL.pdf

In its original Schedules, the Debtor disclosed $40,246,024 in
assets and $87,212,942 in liabilities.

                          About Arrow Air

Miami, Florida-based Arrow Air, Inc., provides scheduled and
charter cargo logistics services between the United States,
Central and South America, and the Caribbean.  The Company is a
wholly owned subsidiary of Arrow Air Holdings Corp., which is 95%
owned by an affiliate of MatlinPatterson Global Opportunities
Partners III.

Arrow Air, Inc., dba Arrow Cargo, filed for Chapter 11 bankruptcy
protection on June 30, 2010 (Bankr. S.D. Fla. Case No. 10-28831).
Jordi Guso, Esq., in Miami, Florida, represents the Debtor in its
restructuring effort.

The Chapter 11 case is Arrow's third.  Arrow halted operations the
day before the Chapter 11 filing.  Arrow Air intends to liquidate
under Chapter 11.


AMC ENTERTAINMENT: Fitch Affirms CCC/RR6 Rating on Sr. Sub. Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of AMC Entertainment Inc.,
Marquee Holdings Inc. (parent company), and AMC Entertainment
Holdings, Inc. (parent of Marquee).  The Rating Outlook is Stable.
A full rating list is shown below.

Rating Rationale:

  -- AMC's ratings are supported by the company's competitive
     positioning as the second-largest domestic movie exhibitor,
     with 382 theatres and 5,342 screens, and with a leading
     market share in many of the largest designated market areas.

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios' biggest/most
     profitable releases.

  -- In the near term, Fitch expects box office revenue for the
     remainder of 2010 and 2011 to be fueled by the premium
     pricing charged on 3-D films as major 3-D films continue to
     be released, along with the growing capacity of 3-D capable
     screens.  However, Fitch continues to expect that the movie
     exhibitor industry will be challenged in growing attendance
     and any potential attendance declines will offset some of the
     growth in average ticket prices.  Fitch expects that the
     remaining 2010 film slate and the announced 2011 films (which
     includes several releases from Marvel and DC Comics, as well
     as nine sequels) will be able to draw sufficient attendance
     to maintain current attendance levels or at least keep
     declines in the 1% to 2% range.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
     (which represent 27% of AMC's total revenues and carry 88%
     gross margins), may be vulnerable to reduced per-guest
     concession spending due to cyclical factors or a re-
     acceleration of commodity prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators free cash flow negative during
     periods of reduced attendance).  In addition, AMC and its
     peers rely on the quality, quantity, and timing of movie
     product, all factors out of management's control.

Key Rating Drivers:

  -- Assuming all things are equal, an attendance decline of 10%
     to 12.5% (more than the 2005 8% industry attendance decline)
     could lead to a negative rating action for AMC.  Fitch
     estimates that due to the fixed cost structure nature of
     movie exhibitors, a 10%-12.5% decline in attendance coupled
     with the inability to drive growth in concession per patron
     could result in EBITDA declines in excess of 30%, driving
     interest coverage below 1.5 times.

  -- The proposed initial public offering, in its current
     form with expected proceeds of $450 million, is a positive to
     the credit profile, however, Fitch expects the rating of AMC
     to remain unchanged following the IPO.  Proceeds of the IPO
     are expected to be used primarily to repay the facility at
     AMC Holdco, the senior discount note at Marquee and a $28
     million payment to the Sponsors.  The IPO is expected to
     reduce gross unadjusted leverage below 6.0x and improve
     interest coverage above 2.0x (figures are also pro forma for
     the Kerasotes acquisition).  Positive rating actions could be
     considered if credit metrics continue to improve and can be
     sustained, with gross unadjusted leverage reaching 4.5x.

As of July 1, 2010, when considering liquidity, AMC had
$288 million in cash and $113 million in cash at AMC Super
Holdco, for a total consolidated cash position of $401 million.
Given the private equity ownership, Fitch has been cautious when
considering AMC Super Holdco cash for liquidity purposes.
Liquidity is also supported by approximately $187 million in
availability under AMC's $200 million secured credit facility
(reduced by $12.7 million in letters of credit) due 2012.  The
secured credit agreement contains a secured leverage covenant of
3.25x, which is calculated on a net basis.  The company has ample
room under this covenant.

The company's maturity schedule is manageable.  AMC's first
material maturity is its revolving credit facility, which comes
due in 2012.  AMC's term loan amortizes annually at $6.5 million
and has a final maturity in January 2013.  Free cash flow for
July 1, 2010, latest 12 months was a positive $47.5 million.

Before factoring in any potential dividend post the IPO, Fitch
expects FCF to be approximately $100 million for the fiscal years
ended 2011 and 2012.  This is based on Fitch's expectation of
relatively flat revenues and EBITDA in 2010 (pro forma for the
Kerasotes acquisition) and 2012 revenue growth in the low single
digits and EBITDA growth in the mid single digits, reflecting the
company's operating leverage.

As of July 1, 2010, Fitch calculates (pro forma for the Kerasotes
acquisition) adjusted gross leverage at 6.0x (unadjusted gross
leverage is at 7.0x) and if the National CineMedia LLC dividend is
included in EBITDA, adjusted gross leverage is at 5.8x (unadjusted
gross leverage is at 6.4x).  Fitch expects these metrics to
improve over time with Fitch adjusted gross leverage reaching
approximately 5.5x by fiscal year end 2012 (if the IPO is
successful, Fitch expects this metric to be approximately 5.0x by
fiscal year end 2012).

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern) rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of $1.2 billion using a 5x
multiple and including an estimate for AMC's 17% stake in NCM
(after accounting for AMC sale of a portion of its NCM stake) of
approximately $123 million.  Based on this enterprise valuation,
overall recovery for total debt is approximately 50% (this is
before any administrative claims).

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91%-100% expected recovery
is reasonable.  While Fitch does not assign Recovery Ratings for
the company's operating lease obligations, it is assumed the
company rejects only 30% of its remaining $3.9 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 31%-50% recovery.

As a result of the potential for 100% recovery for the senior
secured debt in Fitch's recovery analysis, Fitch assumes a nominal
concession payment is made to the subordinate debt holders in
order to secure their support of a reorganization plan.  The
'CCC/RR6' rating for AMC's senior subordinated notes reflects the
bonds' structural seniority over Marquee's and AMC Holdco's debt
('CC/RR6') and Fitch's expectation for nominal recovery.

Fitch has affirmed these ratings:

AMC

  -- Issuer Default Rating at 'B';
  -- Senior secured credit facilities at 'BB/RR1';
  -- Senior unsecured notes at 'B/RR4';
  -- Senior subordinated notes at 'CCC/RR6'.

Marquee

  -- IDR at 'B';
  -- Senior discount notes at 'CC'/RR6'.

AMC Holdco

  -- IDR at 'B';
  -- Senior unsecured term loan 'CC'/RR6'.


AMERICAN ACHIEVEMENT: Moody's Reviews 'Caa1' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service placed American Achievement Group
Holding Corp.'s Caa1 corporate family rating and Caa2 probability
of default rating under review for possible upgrade following the
announcement of a proposed refinancing of the company's capital
structure.  Following the close of the transaction and review of
final documentation, the corporate family rating is expected to be
raised to B3 and the probability of default rating upgraded by two
notches to the same level as the corporate family in order to
reflect the diminished risk of default.  Moody's has also assigned
a (P)B3 rating to the $365 million of American Achievement
Corporation's senior secured notes.  Also following the close, the
existing debt instrument ratings will be withdrawn and the rating
outlook changed to stable.

                        Ratings Rationale

Importantly, the new capital structure (comprised almost
exclusively of the senior secured notes and an approximately
$55 million revolving credit facility unrated by Moody's)
alleviates concerns regarding the company's maturity profile and
will limit shareholder de-capitalization.  The review for possible
upgrade also considers AAC's relatively stable operating
performance through the economic downturn and its ability to
generate free cash flow historically despite pressure on the top
line.  The ratings continue to incorporate AAC's small scale,
still quite high leverage, modest interest coverage and negligible
projected free cash flow over the next 18 months balanced by its
sizable market position in the school ring and yearbook space,
attractive operating margins and the expectation of debt reduction
through EBITDA growth over the intermediate term.

These ratings were placed under review for upgrade:

American Achievement Group Holding Corp.

  -- Caa1 Corporate Family Rating
  -- Caa2 Probability of Default Rating

Ratings to be withdrawn upon closing of the transaction:

American Achievement Group Holding Corp.

  -- Senior PIK notes due 2012 at Caa3

AAC Group Holding Corp.

  -- $132 million Senior discount notes due 2012 at Caa2

American Achievement Corporation

  -- $150 million senior subordinated notes due 2012 at B2

  -- $40 million senior secured revolving credit facility due 2010
     at B1

  -- $70 million senior secured term loan due 2011 at B1

American Achievement Corporation

These ratings were assigned:

  -- $365 million senior secured notes at (P)B3 (LGD-4, 57%)

Moody's last rating action was on August 17, 2009, when Moody's
affirmed the company's corporate family rating at Caa1 and removed
the limited default from the probability of default rating.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments -- yearbooks, class rings, and graduation
products.  Revenues for the last 12 months ended February 27,
2010, were $285 million.  AAC is owned by the private equity firm,
Fenway Partners, LLC.


AMERICAN ACHIEVEMENT: S&P's Assigns 'B' Rating on Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Austin, Texas-based
American Achievement Corp.'s proposed senior secured second-lien
notes due 2016 its preliminary issue-level rating of 'B'.  S&P
also assigned this debt a preliminary recovery rating of '4',
indicating S&P's expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default.

At the same time, S&P placed its 'B-' corporate credit rating for
American Achievement Corp. on CreditWatch with positive
implications.

American Achievement plans to use proceeds from the new second-
lien notes to refinance its entire capital structure.  The
refinancing transaction would relieve pressure from the company's
current near-term and medium-term maturities.  S&P expects to
withdraw all ratings on the existing capital structure upon
completion of the refinancing transaction.

"The positive CreditWatch listing reflects the improvement to the
company's liquidity profile if the refinancing transaction is
completed," said Standard & Poor's credit analyst Tulip Lim.

The 'B-' corporate credit rating reflects S&P's expectation that
debt leverage will remain high and interest coverage will remain
weak.  It also reflects American Achievement's significant
maturities in 2012 if the refinancing is not completed.

Leverage will increase slightly as a result of the proposed
transaction.  At May 31, 2010, American Achievement's leverage was
6.4x.  Pro forma adjusted leverage, which includes the new
preferred stock and is calculated using reported EBITDA, will
remain high, at 6.7x, but in line with the indicative debt-to-
EBITDA ratio for the rating category.  Adjusted interest coverage
was 1.4x for the last 12 months ended May 31, 2010, which improved
from 1x for the same period last year, primarily due to the subpar
debt repurchases in February and August 2009.  Pro forma for the
transaction, the company's adjusted interest coverage and
unadjusted coverage of cash interest were about 1.4x.  American
Achievement generated positive discretionary cash flow for the
last 12 months ended May 31, 2010.  S&P expects that leverage will
increase in 2011 due to lower EBITDA, and that discretionary cash
flow in 2011 could be significantly hampered by lower EBITDA and
higher capital spending.

After the proposed transaction closes, S&P expects American
Achievement to have adequate sources of liquidity to cover its
needs over the near term.  Liquidity sources include a modest cash
balance and a new $54.7 million revolving credit facility, of
which S&P expects $37 million to be drawn when the transaction
closes.  S&P believes the company will have an adequate cushion of
compliance with its financial covenants at closing.

If the refinancing is not completed, both the term loan and
revolver will mature in March 2011.  The company has been repaying
its term loan with free cash flow, and S&P currently expects that,
absent this transaction, the company would still have sufficient
flexibility to refinance modest outstanding amounts under its term
loan indebtedness prior to the maturity, based on its level of
senior secured leverage.  Notes totaling about $350 million
(including accretion) at American Achievement Corp. and at the
parent and intermediate holding companies are currently set to
mature in 2012.


AMERICAN COMMERCIAL: S&P Puts 'B' Rating to CreditWatch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating and its 'B+' issue-level ratings on
American Commercial Lines Inc., on CreditWatch with developing
implications.  The '2' recovery rating (reflecting a substantial
[70%-90%] recovery in a payment default scenario) remains
unchanged and is not on CreditWatch.

The CreditWatch action reflects the potential for a change in the
company's financial profile, financial policies, and operating
prospects if a sale of the company goes through," said Standard &
Poor's credit analyst Funmi Afonja.  "S&P's ratings on
Jeffersonville, Ind.-based ACL reflect its highly leveraged
financial profile and participation in the highly competitive and
capital-intensive barge shipping industry.  The ratings also
reflect ACL's exposure to various demand swings due to economic
changes, seasonally fluctuating export volumes, and vulnerability
to weather-related disruptions to operations."

Positive credit factors include the company's substantial market
position in the U.S. domestic inland barge dry cargo industry,
with some diversification from its liquid barge transportation and
manufacturing segments, and competitive barriers to entry under
the Jones Act (which requires that U.S.-built vessels registered
in the U.S. with crews consisting of U.S. citizens carry shipments
between U.S. ports; these requirements prevent direct competition
from foreign-flagged vessels).  ACL operates a fleet of Jones Act-
qualified vessels.

ACL may solicit acquisition proposal from third parties through
Nov. 27, 2010.  If the sale goes through, S&P expects the
transaction to likely close before the end of the year.

In resolving the CreditWatch listing, S&P will assess the outcome
of a potential sale of the company and the effects it could have
on the company's financial profile, financial policies, and
operating prospects.


ANTHONY FANUELE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Anthony V. Fanuele
        5 Navajo Drive
        Wilmington, MA 01887

Bankruptcy Case No.: 10-21283

Chapter 11 Petition Date: October 17, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Michael Van Dam, Esq.
                  VAN DAM & TRAINI, LLP
                  60 William Street, Suite 300
                  Wellesley, MA 02481
                  Tel: (617) 969-2900
                  Fax: (617) 964-4631
                  E-mail: mvandam@trainilaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of creditors together with its
petition.


BENDA PHARMACEUTICAL: Posts $304,600 Net Loss in June 30 Quarter
----------------------------------------------------------------
Benda Pharmaceutical, Inc., filed its quarterly report on Form
10-Q., reporting a net loss of $304,614 on $6.0 million of revenue
for the three months ended June 30, 2010, compared with a net loss
of $1.3 million on $5.9 million of revenue for the same period
last year.

General and administrative decreased by $2.2 million (or 75.17%)
to $718,621 million for the three months ended June 30, 2010, from
$2.9 million for the three months ended June 30, 2009, primarily
due to less bad debt expense incurred in 2010.

The Company had operating income of $384,474 for the three months
ended June 30, 2010, while the operating loss from comparative
period for 2009 was $1.2 million.

The Company's balance sheet at June 30, 2010, showed $67.2 million
in total assets, $52.8 million in total liabilities, and
stockholders equity of $14.4 million.

As reported in the Troubled Company Reporter on May 25, 2010,
MaloneBailey, LLP, in Houston, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for 2009.  The independent auditors noted
that the Company has incurred losses for the year ended
December 31, 2009, and had a working capital deficiency at
December 31, 2009.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6cae

                    About Benda Pharmaceutical

Based in Wuhan, Hubei Province, in the People's Republic of China,
Benda Pharmaceutical, Inc. (OTC: BPMA) is engaged principally in
the business of identifying, discovering, developing, and
manufacturing conventional medicines, active pharmaceuticals, bulk
chemicals (or pharmaceutical immediates), and Traditional Chinese
Medicines for the treatment of some of the most widespread common
ailments and diseases.


CALPINE CORPORATIONS: Moody's Assigns 'B1' Rating to Senior Bonds
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporations planned issuance of senior secured bonds due 2021.
Calpine's rating outlook is stable.

                        Ratings Rationale

The B1 rating assigned to the senior secured notes reflects the
pari-passu first lien collateral position of noteholders relative
to the company's existing secured revolver and term loan (rated
B1) lenders.  Moody's observes that while the first lien secured
note holders will share in the collateral on a pari-passu basis,
note holders will have limits placed on its voting rights in
certain circumstances until such time as the RC and term loan has
been reduced to less than $500 million.  While these limitations
serve to weaken noteholders' position relative to the RC and term
loan lenders, it is not considered material enough to warrant a
different rating on the notes.

The B1 rating reflects continued improvement in the company's
overall financial performance and an expectation for strengthened
cash flow and earnings following the July 1st purchase of the
Conectiv Energy's generation assets.  The rating also considers
actions taken by the company to produce more predictable cash flow
and earnings over the intermediate term through new contracted
projects being developed and bilateral arrangements in place
between the company and various end-users.  The rating considers
the company's hedging program, a favorable environmental profile,
and the sustained operating performance of the generation fleet.
At 12 months ending June 30, 2010, Moody's calculate the ratio of
Calpine's cash flow (CFO-pre W/C) to debt at 9.3%, its cash flow
coverage of interest at 2.1x and its free cash flow to debt at
7.7%.  In light of these operating results and the incremental
cash flow and earnings expected from the Conectiv assets, Moody's
believe that future financial performance will position the
company Corporate Family Rating reasonably well as a strong "B"
rated unregulated wholesale power company.

Proceeds from the offering will be used to repay a similar amount
of debt outstanding under the company's senior secured term loan.
With the completion of this transaction, Calpine will have
substantially addressed the 2014 refinancing risk that had existed
by extending debt maturities into 2021.  Prior to this offering,
Calpine has refinanced $2.7 billion of the original $6.0 billion
secured term loan through a $1.2 billion 7.25% senior secured
offering in November 2009, a $400 million 8.0% senior secured
offering in June 2010 and a $1.1 billion 7.875% senior secured
offering in July 2010.

The stable rating outlook reflects Moody's expectation for
continued execution of the company's strategy through strong plant
performance and a carefully implemented hedging strategy which is
expected to result in free cash flow generation helping to
facilitate consolidated debt reduction.

In light of the May 2010 rating upgrade, limited prospects exist
for the CFR to be upgraded in the near-term.  Calpine's CFR could
be upgraded if the company's ratio of free cash flow to debt
reaches the high single digits, its cash flow to debt exceeds 12%,
and cash coverage of interest expense is above 2.3x on a
sustainable basis.

The rating could be downgraded if the company is unable to
successfully execute on its current plan through strong plant
performance and a carefully implemented hedging strategy that
results in free cash flow generation which helps facilitate
consolidated debt reduction.  Specifically, Calpine's CFR could be
downgraded if the company's cash flow to debt drops below 7%, and
its cash coverage of interest expense falls below 1.8x for an
extended period.

Assignments:

Issuer: Calpine Corporation

  -- Senior Secured Regular Bond/Debenture, Assigned B1 (LGD4,
     50%)

Headquartered in Houston, Texas, Calpine is a major U.S.
independent power company that owns 93 operating power plants with
an aggregate generation capacity of nearly 29,000.  For the 12
months ending June 30, 2010, Calpine had operating revenues of
$6.4 billion.


CAPMARK FINANCIAL: Committee Insists on Standing to Pursue Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors for Capmark
Financial Group Inc. and its units asks the U.S. Bankruptcy Court
for the District of Delaware to grant it standing to pursue
insider preference claims.

The Committee contends that it should be authorized to prosecute
preference claims against prepetition lenders known as the Dune
Real Estate and the Goldman Lenders because no party objected to
the Standing Motion as it relates to Insider Preference Claims,
and the Goldman Lenders practically endorsed the Standing Motion,
conceding that the "standard for granting the Committee standing
and authority to prosecute claims . . . is not a particularly high
standard to meet" and that the Goldman Lenders did not care which
entity prosecutes the "frivolous" action.

To recall, the Committee alleges that the Debtors, the Agents
under their Prepetition Credit Facilities, and many of their
prepetition lenders, including insiders, orchestrated and
effectuated a prepetition transfer of $1.5 billion of secured
debt incurred by Capmark Financial Group, Inc., and its guarantor
subsidiaries merely five months before the bankruptcy filing.

The Committee complained that the Debtors failed to pursue a
"Constructive Fraudulent Conveyance Claim".

The Proposed Complaint seeks to avoid the Secured Debt and the
liens that secured it as constructively fraudulent pursuant to
Section 548 of the Bankruptcy Code and applicable state law.

The Committee asserts that successful prosecution of the
Constructive Fraudulent Conveyance Claims is not only likely, but
certain, to benefit the Debtors' estates, as avoidance of the
liens granted in connection with the Secured Credit Facility
would yield up to $1.5 billion for distribution to unsecured
creditors.

The Committee relates that it has set forth in detail its
probability of success well beyond what it believes is required
for any limited cost-benefit analysis that may be conducted in
connection with derivative standing.

According to the Committee, even the Debtors cannot contest that
the size of financial recovery in the event of success is
enormous as up to $1.5 billion could become available for
distribution to unsecured creditors.

The Committee maintains that it has become more clear now that it
is the only independent estate fiduciary that is willing and able
to fairly and impartially investigate and pursue the Claims.  The
appointment of a trustee or conversion of the Debtors' cases
would significantly increase the administrative burden on the
Debtors' estates to the detriment of all stakeholders, the
Committee says.

The Committee notes that the costs and other potential downsides
of pursuing the Claims would be minimal.  The only cost in
granting the Standing Motion would be professional fees, which
would come out of the liquidating estates' funds that would
otherwise be available for distribution to the Committee's own
unsecured constituents, who strongly believe that the Committee
should gain control of the Constructive Fraudulent Claim and
Insider Preference Claims, the Committee says.

In a separate filing, the Committee asked the Court's permission
to file under seal portions of its reply to prevent disclosure of
confidential, non-public information.  The Committee also asked
permission to exceed the 20-page limit for replies.

Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, filed with the Court a declaration in support of the
Committee's response to the objections to its Standing Motion.

          Ad Hoc Group Disclose Stand on the Matter

The Ad Hoc Group of Holders of Capmark's Unsecured Bank Debt
asserts that the objectors' argument that the Court should adopt
and apply a "per se" rule that would shield the May 2009 liens
from any inquiry is directly contradicted by well-established
Third Circuit precedent that employs the "totality of the
circumstances test" for determining whether a debtor obtained
reasonably equivalent value in exchange for granting a lien.

According to the Ad Hoc Group, while the objectors' interests
would no doubt be served by application of an administratively
simple "per se" test, which would render all liens granted to
secure existing unsecured debt free from a fraudulent transfer
challenge, the interests of the Debtors' unsecured creditors
require that the Court employ the Third Circuit's "totality of
the circumstances" test, and grant the Official Committee of
Unsecured Creditors standing to assert the constructive
fraudulent transfer and other claims set forth in the Standing
Motion.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of June
30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAPMARK FINANCIAL: Seeks to Confirm Sale of Properties in Germany
-----------------------------------------------------------------
Capmark Financial Group Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to issue an
order confirming the authority of Capmark Finance Inc. to enter
into and consummate a sale of properties in Germany, including the
release and cancellation of land charges under a Loan Transaction
Order.

As previously reported, the Court entered an order in December
2009 authorizing the Debtors' use of cash collateral postpetition
and to provide adequate protection to Prepetition Secured Parties
in line with the use of Cash Collateral.  The Cash Collateral
Order contains, among other things, a procedure by which the
Debtors must obtain the consent of their secured lenders to sell
certain loans forming part of the collateral held as security for
a $1.5 billion Term Loan Credit and Guaranty Agreement, dated as
of May 29, 2009.

To address concerns raised by certain loan counterparties, the
Debtors filed a motion with the Court on April 6, 2010, to
establish specific procedures authorizing them to restructure,
sell, and settle loans in the ordinary course of business and
without Court approval, whether those loans are or are not part
of the Collateral.  The Loan Transaction Motion was approved by
the Court on April 19, 2010.

By the Loan Transaction Order, the Court established, among other
things, procedures to which the Debtors are authorized to enter
into and consummate Loan Transactions.

At the time the Loan Transaction Order was entered, CFI was
negotiating the release of four properties securing Loans in
certain areas of Germany pursuant to a sale of the properties by
the borrowers under the Loans.

As the remaining face amount of the German Loans was collectively
more than $50 million and the German Loans do not constitute
Collateral, the Debtors sought and obtained the approval from the
Official Committee of Unsecured Creditors, through its advisor,
Alvarez & Marsal, of the German Sale pursuant to the Loan
Transaction Order procedures.  The Debtors believe they had
satisfied the terms of the Loan Transaction Order and were, thus,
authorized to consummate the German Sale without further order of
the Court.

The Debtors relate that the German Sale has proceeded to closing
and has been consummated with CFI's shares of the sale proceeds
-- approximately $35 million -- currently held in escrow pending
the cancellation of liens or other encumbrances on the
properties, namely:

  (i) a mortgage in the amount of EUR20,000,000 registered in
      Section III no.2 folio no. 3468 of the land register of
      Reinbek kept at the local court of Reinbek;

(ii) a mortgage in the amount of EUR20,000,000 registered in
      Section III no.1 folio no. 1586 of the land register of
      Mehlem kept at the local court of Bonn;

(iii) a mortgage in the amount of EUR20,400,000 registered in
      Section III no.2 of folio 2928 of the land register of
      Frankfurt city district 19 kept at the local court of
      Frankfurt am Main;

(iv) a mortgage in the amount for EUR 20,000,000 registered in
      Section III no.1 of folio no. 13721 of the land register
      of Oberursel kept at the local court of Bad Homburg von
      der Hohe,

in the relevant land register by the competent land registry in
each of the four jurisdictions.

The Debtors note that upon cancellation of the Land Charges, the
proceeds will be allocated to CFI.

The Debtors maintain that CFI's entry into the German Sale is
authorized as an ordinary course transaction under Section 363(c)
of the Bankruptcy Code, as they routinely engaged in those
transactions prepetition; other industry members routinely engage
in those transactions; and parties-in-interest have reasonable
expectations that they would enter in those transactions.
Moreover, the Debtors further believe that CFI was authorized to
enter into and consummate the German Sale under the authority
granted to the Debtors under the Loan Transaction Order, subject
to the satisfaction of the approved procedures.

To assuage the concerns of the various Land Registries, however,
and to obtain a release of the escrowed funds to CFI, the Debtors
have determined it is in their best interest to seek explicit
confirmation from the Court of CFI's authority to enter into and
consummate the German Sale in the form of a confirming order for
delivery to the Land Registries.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAPMARK FINANCIAL: Unsecured Creditors Oppose Deal With Lenders
---------------------------------------------------------------
Capmark Financial Group Inc. and its debtor affiliates are asking
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to approve their settlement agreement with
prepetition secured credit facility lenders holding claims under
a prepetition $1.5 billion Secured Credit Facility.

The Settling Lenders are:

  * Aurelius Capital Management, LP;
  * Brigade Capital Management, LLC;
  * Centerbridge Partners, L.P.;
  * Midtown Acquisitions L.P.;
  * Elliott Associates, L.P.;
  * Fir Tree, Inc.;
  * Golden Tree Asset Management LP;
  * Highbridge Principal Strategies, LLC;
  * QVT Financial LP and Silver Point Capital, L.P.;
  * The Royal Bank of Scotland plc;
  * JPMorgan Chase Bank, N.A.; and
  * any Prepetition Secured Lender, and those who do not put out
    of the settlement as beneficial owners of portions of the
    Debtors' prepetition Secured Credit Facility.

In May 2009, the Debtors negotiated a straightforward refinancing
transaction with the Lenders by which $1.5 billion of unsecured
debt was refinanced by $1.5 billion of secured debt.  The Debtors
aver that the refinancing gave them time to either negotiate a
comprehensive out-of-court restructuring or to negotiate
transactions preserving value for their stakeholders and position
themselves for Chapter 11 filing.

The loan gave Capmark "an opportunity to weather the financial
storm and maximized the value of the estate," said James
Sprayregen, Esq., and Edward Sassower, Esq., attorneys for the
lenders with law firm Kirkland & Ellis LLP..

The Official Committee of Unsecured Creditors claims that the
loan was a fraudulent transfer because the Debtors were granting
liens on their assets while receiving little to no value in
exchange, all to the detriment of their estates and unsecured
creditors.

However, the Debtors maintain that they have thoroughly analyzed
all potential avoidance claims that could be asserted against the
Secured Lenders.  After performing their detailed legal and
factual investigations, the Debtors assert that they were able to
negotiate the proposed Settlement with the Secured Lenders
holding over 80% of their secured debt.

Pursuant to the Settlement, the Debtors' estates are enhanced by
at least $108 million and as much as $135 million (or 9% of $1.5
billion less the amount held by any Excluded Lender of Secured
Lender that opts out of the Settlement) while avoidance actions
against alleged insiders and other nonsettling beneficial holders
of secured debt are preserved along with any actions against the
indenture trustee that approved an amendment to CFGI's bond
indenture.  Additionally, the Debtors maintain that by retiring
the Secured Claims, the settlement ends the accrual of interest
on the Secured Claims at a rate of at least 4.75% per year, when
it is nearly impossible to earn more than 0.5% interest per year
on money deposited in the banks.

                    Committee Objects

The Official Committee of Unsecured Creditors asserts that the
Debtors are not authorized to use unencumbered cash to pay
prepetition claims prior to the confirmation of the Plan.  The
Debtors may not circumvent critical Chapter 11 protections by
purporting to implement the settlement under Section 363(b) of
the Bankruptcy Code, the Committee contends.

According to the Committee, the Debtors have not shown that the
Settlement is better than liquidation for unsecured creditors.
Even if the Debtors were not categorically barred from
fundamentally altering the estates' asset base by using $735
million of free cash to make distributions on claims outside of a
plan process, the Court should not approve the proposed
Settlement unless the same transaction could be accomplished
under a plan of reorganization, says the Committee.  "The Debtors
should not be permitted to do through a Rule 9019 Statement what
they could not do under a plan."

Even if the Bankruptcy Code otherwise permitted the Settlement's
proposed swap of cash for collateral, the Court should still
disapprove the Settlement under Rule 9019 because it assigns
virtually no value to significant legal claims against the
Lenders and was the product of a deeply flawed process, the
Committee avers.

In a separate filing, the Committee seeks the Court's authority
to file under seal portions of its objection to prevent
disclosure of confidential, non-public information.

The Committee also seeks permission from the Court to exceed the
40-page limit for objections.  The Committee believes that its
objection is in compliance with Rule 7007-2 of the Local Rules of
Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court
for the District of Delaware.

Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, filed with the Court a declaration in support of the
Committee's Objection.

         Ad Hoc Group: Settlement Cannot be Approved

For its part, the Ad Hoc Group of Holders of Capmark's Unsecured
Bank Debt relates that the Settlement appears to be based on two
unsupported assumptions: (a) there is less than a 4% chance that
the estates will prevail on the Causes of Action, and (b) the
Secured Lenders are over-secured.  According to the Ad Hoc Group,
a Settlement based upon these unproven assumptions simply cannot
be approved.

The Ad Hoc Group further asserts that the Settlement cannot be
approved for these reasons:

  -- It amounts to an impermissible sub rosa plan.  By providing
     for the immediate payment of over 96% of the Secured Claim
     from $965 million of almost entirely unencumbered cash
     without any findings that that scheme is in the best
     interest of creditors or feasible, among others, the
     Settlement impermissibly dictates the terms of any future
     Chapter 11 plan and circumvents the requirements of Section
     1129 of the Bankruptcy Code.

  -- The Settlement does not meet the Third Circuit standards
     for a "fair and equitable" settlement, is not in the
     paramount interest of creditors, and was not the product of
     arm's-length bargaining.  Rather than conferring a benefit
     on the Debtors' estates, the Settlement is likely to
     inflict significant harm on the estates and their unsecured
     creditors given the significant risks attendant to sweeping
     $965 million in almost entirely unencumbered cash and
     replacing it with the illiquid "pledge pool."

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provides financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On October 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors are Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel is Dewey
& LeBoeuf LLP.  Richards, Layton & Finger, P.A., serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, is the claims and notice agent.

Protech Holdings C, LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  The Debtor estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing in Chapter 11, Capmark completed three sales to
generate more than $1 billion cash. Berkshire Hathaway Inc. and
Leucadia National Corp. bought most of the business for
$468 million.


CAPRI I: U.S. Trustee Unable to Appoint Creditors Committee
-----------------------------------------------------------
August B. Landis, the Acting U.S. Trustee for Region 17, notified
the U.S. Bankruptcy Court for the District of Nevada that he was
unable to appoint an official committee of unsecured creditors in
the Chapter 11 case of Capri I, LLC.

The U.S. Trustee explained that there were insufficient
indications of willingness from the unsecured creditors to serve
in the committee.

Las Vegas, Nevada-based Capri I, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2010 (Bankr. D. Nev. Case No.
10-22206).  David A. Colvin, Esq., at Marquis & Aurbach, assists
the Debtor in its restructuring effort.  The Company estimated its
assets at $50 million to $100 million and debts at $10 million to
$50 million in its Chapter 11 petition.


CARSON VALLEY: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carson Valley, LLC
        7 Argonaut
        Aliso Viejo, CA 92656

Bankruptcy Case No.: 10-24665

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Jeffrey S. Benice, Esq.
                  LAW OFFICES OF JEFFREY S. BENICE
                  650 Town Center Drive, Suite 1300
                  Costa Mesa, CA 92626
                  Tel: (714) 641-3600
                  Fax: (714) 641-3604

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24665.pdf

The petition was signed by Dan J. Harkey, president of Point
Center Financial, Inc., managing member.


CATALINA INDUSTRIES: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida dismissed the Chapter 11 case of
Catalina Industries, Inc., and Catalina Lighting, Inc.

The Court also ordered that the entirety of Class B membership
interests will be distributed solely to the creditors listed on
the second amended list of non-critical vendor unsecured creditors
pro rata based upon the amount of the claims listed thereon.  The
distribution of the membership interests will constitute a final
distribution under the settlement order, and upon distribution of
the membership interests, Evolution Lighting Holdings, LLC and its
affiliates will have no further obligation to make any additional
distributions to any creditors of the Debtors' respective cases.

Hialeah, Florida-based Catalina Industries, Inc., along with
Catalina Industries, makes residential lighting products.
Catalina distributes its products to retailers including Wal-Mart,
Lowes, OfficeMax, Sears, Staples Kmart and Bed Bath and Beyond.

The Company filed for Chapter 11 bankruptcy protection on
February 25, 2010 (Bankr. S.D. Fla. Case No. 10-14787).  Stephen
P. Drobny, Esq., in Miami, Florida, assisted the Debtor in its
restructuring effort.  The Company estimated its assets and
liabilities at $10 million to $50 million as of the petition date.


CENTER POINT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Center Point Dairy Limited, L.P.
          aka Center Point Dairy, LLP
        6414 FM 2653 S.
        Cumby, TX 75433

Bankruptcy Case No.: 10-43554

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Robert T. DeMarco, Esq.
                  DEMARCO-MITCHELL, PLLC
                  1255 West 15th St., 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ingeborg Heijligers, managing member of
LIH Ltd., LC, Debtor's general partner.


CENTERPLATE INC: S&P Assigns 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to U.S. concessions operator Centerplate Inc.  The
outlook is stable.

S&P also assigned its 'B+' issue-level rating to the company's
$309 million senior secured credit facility, which consists of a
five-year $50 million revolving credit facility, a five-year
$50 million term loan A, and a six-year $209 million term loan B.
At the same time, S&P assigned its recovery rating of '2' to the
credit facility, indicating that S&P expects substantial (70% to
0%) recovery for lenders in the event of a payment default or
bankruptcy.  The borrowers under the bank credit facility are
Volume Services America Inc. and other domestic subsidiaries, with
parent Centerplate and certain subsidiaries providing guarantees.
Total debt outstanding pro forma for the refinancing is estimated
at $310 million.

"The ratings on Centerplate reflect S&P's view that the company
has a weak business risk profile due to the low-value-added and
cyclical nature of demand for the company's services and an
intensely competitive operating environment as well as in S&P's
opinion a highly leveraged financial risk profile given its
capital structure and aggressive financial policy," says Standard
& Poor's credit analyst Jerry Phelan.

Centerplate primarily provides concessions, catering, and
merchandise services at sports facilities, convention centers, and
entertainment facilities in the U.S. and Canada.  S&P estimates
approximately 57% of revenue derives from services provided at
sporting venues (including about 24% from National Football League
teams and 12% from Major League Baseball clubs), 23% from
convention centers, and 20% from other entertainment facilities.
Credit metrics are weak.  The refinancing and shareholder dividend
increase leverage to about 5.5x pro forma from about 4.0x as of
June 30, 2010.  S&P's consider contract right acquisition
payments, which are reflected as an investing cash flow use on
Centerplate's cash flow statement, as an ongoing cash expense, and
accordingly reduce EBITDA by around $10 million annually.  The
company plans to reduce these payments in the future, which could
preserve liquidity but may weaken revenue in the future.  Pro
forma EBITDA coverage of interest is thin at 2.0x and funds from
operations to total debt is only 13%.  These measures are in line
with the 'B' rating category mediums.  S&P expects leverage to
gradually decline as the company uses internally generated cash
for debt reduction.  S&P estimates free cash flow, including
contract acquisition payments, will be about $10 million annually.
S&P expects leverage to remain high at year-end 2011, but should
fall below 5.0x.


CHEMTURA CORP: Court Signs USW Retirees Settlement
--------------------------------------------------
Chemtura Corp. and its units sought and obtained permission from
Bankruptcy Judge Robert Gerber to enter into an agreement with the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, on
behalf of certain retirees represented by the USW or its
predecessor unions.

The Agreement resolves the USW's Objection to the Debtors' Motion
for the modification or termination of certain Other Post-
Employment Benefits -- including resolution of the dispute
between the Debtors and the USW as to whether or not certain
historical retiree benefits provided by Chemtura Corp., its
affiliates and predecessors to the USW Retirees are vested and
immutable.

The USW Objection, which was filed in December 2009, was asserted
on behalf of former collectively-bargained employees who were
represented by the USW or one of its predecessor unions while
employed and who currently receive OPEB from Debtors pursuant to
certain collective bargaining agreements and/or OPEB plan
documents.  The USW Objection encompassed three distinct subsets
of USW Retirees:

  1. Uniroyal Retirees -- retirees who were employed by
     Chemtura predecessor Uniroyal Chemical Inc. at facilities
     in Painesville, Ohio and Naugatuck, Connecticut and who
     were represented by USW Local Nos. 553 and 218.

  2. Nitro Retirees -- retirees who were employed by Debtor
     Great Lakes Chemical Corporation at a facility in Nitro,
     West Virginia, and who were represented by USW District 8.

  3. Richardson Retirees -- retirees who were employed by
     Chemtura predecessor, The Richardson Company at facilities
     in Indianapolis, Indiana and City of Industry, California
     and who were represented by USW Local Nos. 294 and 721,
     respectively, and retirees who were employed by the Allied-
     Kelite Products Division of The Richardson Company at
     facilities in Highland Park and Detroit, Michigan who were
     represented by the AIW, Local 622, one of USW's predecessor
     unions.

While Chemtura continues to believe that it is free to alter or
terminate the USW Retirees' benefits at any time, and while the
USW disagrees that Chemtura has established or can establish
that Chemtura has the right to modify or terminate the USW
Retirees' benefits, an evidentiary hearing exposes Chemtura to
the risk that the Court would find that those benefits are
irreversibly vested at their current level, M. Natasha Labovitz,
Esq., at Kirkland & Ellis LLP, in New York, points out.

Ms. Labovitz elaborates that the current USW Agreement calls for
Chemtura to maintain certain retiree welfare benefit plans for
the USW Retirees at a reduced level in order to dispose of
potential retiree benefit obligations that would be approximately
twice as expensive but for the settlement.

The salient terms of the USW Agreement are:

   a. Modifications to Retiree Benefit Programs: Chemtura's
      annual cost cap for Uniroyal Post-65 Retirees will be
      reduced to $2,500 per eligible participant.  For
      Richardson Post-65 Retirees, the annual cost per eligible
      participant will be: 2011 - $1,300; 2012 - $1,400; 2013
      and thereafter - $1,500 until Chemtura's annual cost
      equals $3,750 per eligible participant, after which
      Chemtura's annual cost cap will equal $3,750 per eligible
      participant.

   b. Other Retiree Benefit Programs:  These retiree welfare
      benefit plans will not be modified:

        (a) Uniroyal Pre-65 Retirees,
        (b) Richardson Pre-65 Retirees,
        (c) Nitro Retirees, and
        (d) Retiree Life Insurance and Supplemental Insurance
            Programs

   c. Benefit Design: On an annual basis, Chemtura will modify
      the design of the plans for Uniroyal and Richardson
      Retirees in order to maintain premium expenditures by
      Post-65 eligible participants.

   d. Effective Date of Modifications: January 1, 2011

   e. 1114 Representative: Chemtura will recognize the USW as an
      authorized representative pursuant to Section 1114(c) of
      the Bankruptcy Code solely for purposes of settling the
      USW's Objection and making certain modifications to the
      retiree benefits of the Retirees in connection with that
      settlement.

   f. Union Fees: Chemtura will pay the reasonable, documented,
      and necessary fees and expenses incurred by the USW in
      connection with litigating and settling the USW Objection,
      including certain attorneys' and consultants' fees, up to
      the amount of $200,000.  The USW will file a separate Fee
      Application with the Court seeking approval for the
      payment of those necessary fees and expenses.

Ms. Labovitz asserts that the USW Agreement allows Chemtura to
avoid the uncertainty, expense, and burden of an evidentiary
hearing on the USW Objection.  It also reduces Chemtura's ongoing
cash costs related to welfare benefits for the USW Retirees on a
prospective basis and thereby, saves the Debtors' estate millions
of dollars, she notes.

As a result of the program modifications delineated in the USW
Agreement, the present value of Chemtura's obligation to provide
OPEB to the USW Retirees will be reduced by approximately 50% as
compared to the present value of OPEB under the existing plans,
Ms. Labovitz reveals. "Given current interest rate curves and
available projected plan costs, the most recent estimate of the
net present value of Chemtura's savings under the Agreement is
approximately $19 million."

A full-text copy of the USW Retirees Settlement is available for
free at http://bankrupt.com/misc/Chemtura_USWRetireesPact.pdf

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Proposes NJ Dial Corp. Settlement
------------------------------------------------
Chemtura Corp. and its units ask the U.S. Bankruptcy Court for the
Southern District of New York to approve a settlement they entered
into with The Dial Corporation, the New Jersey Department of
Environmental Protection, and the Administrator of the New Jersey
Spill Compensation Fund.

The Settlement Agreement resolves all disputes concerning:

  (a) a proof of claim filed by the State seeking incurred
      oversight costs, compensation for natural resource
      damages, and an unliquidated amount in future costs of
      remediation in relation to a real property at 2 Wood
      Street, in Paterson, New Jersey;

  (b) a proof of claim filed by Dial in an unliquidated amount
      asserting cost recovery and contribution claims with
      respect to the Paterson Site; and

  (c) the Debtors' adversary proceeding seeking a declaratory
      judgment that injunctive obligations with respect to the
      Paterson Site are dischargeable claims in the Chapter 11
      cases.

The Settlement Agreement provides for payment by Chemtura of (a)
$59,841 to the State with respect to the Oversight and NRD Claim
broken down as $13,141 for oversight costs and $46,699 for
natural resource damages; and (b) $5,589,000 to Dial, at the
direction of the State, with respect to the future cleanup
obligations at the Paterson Site, all in order to resolve the
Oversight and NRD Claim and the potential remediation liabilities
at the Paterson Site in return for broad covenants not to sue
from the State and Dial and contribution protection by the State.

The Paterson Site was owned and operated by Witco Corporation, a
predecessor to Debtor Chemtura Corp., from 1951 to 1981.
Thereafter, Witco sold the Paterson Site to Purex, which later
sold the Paterson Site to Dial.  As a successor to Witco,
Chemtura retained a lease to a portion of the Paterson Site used
for remediation purposes, which has been deemed rejected pursuant
to Section 365(d)(4) of the Bankruptcy Code.

A full text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/ChemNJDialSttlm.pdf

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Tricor Claim Allowed for $2.3 Million
----------------------------------------------------
Chemtura Corp. and its units sought and obtained the U.S.
Bankruptcy Court's authority to enter into an agreement for the
resolution of Tricor Refining, LLC's Claim No. 9484.

The Agreement grants Tricor an allowed general unsecured claim
for $2,365,050, as adjudicated by a California state court, and
conveys certain property from Tricor to Chemtura Corp.

The parties' arrangement resolves Tricor's Claim No. 9484 and
puts an end to six years of litigation related to Tricor's 2001
acquisition of a refinery and related properties located in
Bakersfield, California.

Claim No. 9484 was filed by Tricor in October 2009 for
$57,479,899 for claimed damages related to its acquisition of the
Bakersfield oil refinery and properties, which include a portion
of an associated tank farm.

The litigation related to the Acquisition refers to a 2004 action
Tricor filed against Chemtura in the Superior Court of
California, County of Kern, alleging that Chemtura failed to
comply with the terms of an April 29, 1997 Environmental
Agreement signed in connection with the transaction between
Golden Bear Acquisition Management and Witco Corporation, Case
No. S-1500-CV-252296-SPC -- the Contract Action.  Witco is
Chemtura's predecessor and Golden Bear previously acquired the
Bakersfield Property from Witco.

The Contract Action was bifurcated into liability and damages
phases:

   * At the conclusion of the Phase I trial, Chemtura was found
     to have committed a material breach of the Environmental
     Agreement based on its failure to have diligently pursued
     receipt of a No Further Action or NFA letter for pre-
     closing contamination at the Refinery.  The Superior Court
     allowed Tricor to choose between enforcing the
     Environmental Agreement or terminating the Environmental
     Agreement and seeking damages for the breach.  Tricor chose
     the latter.

   * Under Phase II of the trial, Tricor sought damages
     attributable to Chemtura's failure to have obtained an NFA
     letter for pre-closing contamination at the Refinery.
     Tricor waived contract damages relating to a portion of the
     Tank Farm.  On January 28, 2010, the Superior Court issued
     a Statement of Intended Decision, finding Chemtura liable
     for $1,576,700 in damages.

The settlement amount under the current Tricor Agreement includes
the $1,576,700 in damages for breach of the Environmental
Agreement, as determined by the Superior Court, plus $788,350 in
pre-judgment interest.

Upon the payment of the settlement amount, Claim No. 9484 is
deemed discharged in all respects.

The Settlement also provides that at its sole cost and expense,
Tricor will (i) convey a portion of the Tank Farm to Chemtura via
quitclaim deed or other conveyance allowed by California law,
free and clear of all liens, claims and encumbrances; and (ii)
cause to transfer title to all equipment it owned and located at
a portion of the Tank Farm by bill of sale, including that
portion of any pipelines that connect the Tank Farm to the
Refinery.  Tricor will retain title to all portions of pipelines
located outside the legal boundaries of the Tank Farm.

The Parties each waive all rights to appeal the Superior Court
ruling or to seek appellate review of any aspect of the Contract
Action.

Tricor also waives any right to seek attorneys' fees or expert
fees in connection with the Contract Action.

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


CHEMTURA CORP: Wins Approval of Carpenter Diacetyl Settlement
-------------------------------------------------------------
Chemtura Corp. and its units won approval from the U.S. Bankruptcy
Court for the Southern District of New York to enter into
settlement agreements with Citrus & Allied Essences, Ltd., and
Carpenter, Zuckerman & Rowley, LLP, on behalf of the firm's
clients, in relation to certain diacetyl liabilities.

The Agreements resolve 28 lawsuits that have been initiated or
could have been initiated by Citrus and the Carpenter-represented
Diacetyl Claimants against Chemtura Corporation and Chemtura
Canada Co./Cie, alleging contribution and indemnification and
injuries related to the chemical diacetyl as well as three
diacetyl-related proofs of claim filed by Citrus and the Diacetyl
Claimants in response with the Debtors' noticing of the
October 30, 2009 Bar Date.

The Diacetyl Claimants represented by the Carpenter Counsel and
their corresponding claims or lawsuits are:

      Claimant               Claim No./Lawsuit
      --------               -----------------
      Oscar Zetine-Pech           9338
      Maria Zetina                9334

The Agreements allow for the payment of $3,600,000 to Citrus and
$872,450 to the Carpenter Diacetyl Claimants to resolve diacetyl
liabilities that could be several times greater.

The settlement amounts are predicated on the same economic claims
matrix that has already been reviewed and approved by the Court
in connection with the $50 million settlement among Chemtura
Corp., Chemtura Canada, and Humphrey Farrington & McClain P.C. on
behalf of its clients.

Before the settlement amounts can be paid, the Carpenter Counsel
is required to submit documentation to the Debtors that satisfy
certain settlement criteria.  Those criteria include (i) an
affidavit signed by the Diacetyl Claimant indicating the place at
which and time period during which he/she was exposed to Diacetyl
or any product that contains Diacetyl manufactured, distributed,
or sold by the Debtors; (ii) evidence that Diacetyl manufactured,
distributed, or sold by the Debtors was used or present at one or
more of the places during the time period identified by a
Diacetyl Claimant in his affidavit; and (iii) a medical affidavit
from a licensed physician holding that the Diacetyl Claimant's
exposure to Diacetyl caused or contributed to the Diacetyl
Claimant's lung capacity impairment.

Payment of the settlement amounts is intended to fully resolve
the Debtors' obligations of Diacetyl Claims and the Debtors agree
to release and forever discharge Citrus from all claims arising
out of the Diacetyl Claims.  The Carpenter Counsel, on behalf of
its clients, also agrees that payment of the settlement amounts
satisfies the Diacetyl Claims held by its clients.

Moreover, the Settlements discharge Chemtura Corp.'s and Chemtura
Canada's liability for contribution to any other tortfeasor
arising out of the lawsuits associated with the Settling Parties'
Diacetyl Claims and Lawsuits.

A full-text copy of Chemtura/Citrus Settlement and an
accompanying exhibit on the related lawsuits are available for
free at http://bankrupt.com/misc/ChemCitrusAgrmt.pdf

A full-text copy of Chemtura/Carpenter Settlement is available
for free at http://bankrupt.com/misc/ChemCarpenterAgrmt.pdf

                     About Chemtura Corp.

Based in Middlebury, Connecticut, Chemtura Corporation (CEM) --
http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a
global manufacturer and marketer of specialty chemicals, crop
protection products, and pool, spa and home care products.
Chemtura Corporation and 26 of its U.S. affiliates filed voluntary
petitions for relief under Chapter 11 on March 18, 2009 (Bankr.
S.D.N.Y. Case No. 09-11233).  M. Natasha Labovitz, Esq., at
Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel.
Wolfblock LLP serves as the Debtors' special counsel.  The
Debtors' auditors and accountant are KPMG LLP; their investment
bankers are Lazard Freres & Co.; their strategic communications
advisors are Joele Frank, Wilkinson Brimmer Katcher; their
business advisors are Alvarez & Marsal LLC and Ray Dombrowski
serves as their chief restructuring officer; and their claims and
noticing agent is Kurtzman Carson Consultants LLC.  As of
December 31, 2008, the Debtors had total assets of $3.06 billion
and total debts of $1.02 billion.


COLUMBIAN CHEMICALS: Moody's Assigns 'Ba3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to Columbian Chemicals Acquisition LLC (Ba3 CFR).  Moody's also
assigned Ba3 ratings to the proposed $75 million Revolving Credit
Facility due 2015 and $300 million Term Loan A due 2015.  The
proceeds from the Term Loan A will be used to repay the
outstanding balances of Columbian Chemicals' existing Term Loan A,
Term Loan B and drawn amounts under various overseas subsidiaries'
bank facilities.  The Revolving Credit Facility is not expected to
be drawn upon the close of the refinancing transaction.  The
outlook is stable.

This summarizes the ratings activity.

Columbian Chemicals Acquisition LLC

Ratings assigned:

* Corporate Family Rating -- Ba3

* Probability of Default Rating -- Ba3

* $75mm sr sec revolving credit facilities due 2015 -- Ba3 (LGD3,
  46%)

* $300mm sr sec term loan A due 2015 -- Ba3 (LGD3, 46%)

                        Ratings Rationale

The Ba3 CFR is supported by the stable nature of the carbon black
business (relative to other commodity chemical businesses), the
company's moderate leverage for the rating category (debt to
EBITDA ratio of 2.7x as of June 30, 2010, pro forma for the new
financing) and good liquidity.  Columbian Chemicals benefits from
strong market positions as one of the top three global producers,
long-term stable customer relationships, strong current carbon
black market conditions and geographic diversity with production
assets in all major regions.  The company has transformed its
global production assets over the past decade by adding capacity
in the tire manufacturing areas of Brazil, Eastern Europe, and
Asia such that over half of its capacity as well as its excess
capacity is located in the faster growing emerging markets.  The
ratings also reflect the limited product diversity (carbon black
of various grades), commodity nature of the majority of the
company's carbon black business, meaningful customer
concentration, and exposure to energy and petroleum-based
feedstock costs.

The stable outlook reflects Moody's expectation that the carbon
black market will continue to gradually improve as developing
nations increase demand and Columbian Chemicals will maintain its
margins and generate positive free cash flow.  Currently, upside
to the rating is limited due to the size of the company (annual
revenues of less than $1 billion), meaningful customer
concentration, the commodity nature of the majority of its
products, and expectations for a slow global economic recovery.
Any decline in EBITDA margins or unexpected increases in debt
could cause a change in the outlook or a negative rating action.

Columbian Chemicals' liquidity position is good.  After the
proposed refinancing, its revolver is expected to be undrawn and
bank debt at all global locations repaid.  Liquidity is also
supported by cash balances ($15.8 million as of June 30, 2010),
expectations for positive free cash flow, and full availability
under the revolving credit facility.

Columbian Chemicals is a leading global manufacturer of carbon
black.  Headquartered in Marietta, Georgia, the company has 11
operating facilities in the U.S., Canada, South America, Europe
and Asia Pacific.  It is privately owned by funds managed by
private equity firm One Equity Partners.  Revenues for the twelve
months ending June 30, 2010, were $962 million.


CONSOLIDATED HORTICULTURE: Organizational Meeting Set for Oct. 26
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on October 26, 2010, at 1:00 p.m.
in the bankruptcy case of Consolidated Horticulture Group LLC, et
al.  The meeting will be held at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Irvine, California-based Consolidated Horticulture Group LLC,
doing business as Hines Nurseries LLC --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.

Black Diamond Capital Management LLC purchased Hines
Nurseries Inc. in a bankruptcy sale in January 2009.  The
resulting reorganization plan, confirmed in January 2009, paid
secured creditors in full on their $35.9 million in claims while
providing as much as $12 million toward debt owing to suppliers
both before and after the bankruptcy filing.  The business bought
by Black Diamond was renamed to Consolidated Horticulture.

Consolidated Horticulture and its affiliates filed for Chapter 11
protection on October 12, 2010 (Bankr. D. Del. Lead Case Case No.
10-13308).  Laura Davis Jones, Esq. and Timothy P. Cairns, Esq. at
Pachulski Stang Ziehl & Jones LLP serve as counsel to the Debtors.
The Debtors tapped Epiq Bankruptcy Solutions LLC as claims agent.
Consolidated Horticulture estimated $100 million to $500 million
in assets and $50 million to $100 million in debts in the
Chapter 11 petition.


COOK ASSOCIATES: Utah Lease Dispute Continues in State Court
------------------------------------------------------------
A dispute between Cook Associates, Inc., dba Cook Slurry Company,
and the Utah School and Institutional Trust Lands Administration
over the amount of rent payable under a 49-year ground lease
signed in 1978 for the use of school trust lands near Lehi, Utah,
to operate an explosives manufacturing plant continues in Utah
state court.  A copy of the latest decision from the Utah Court of
Appeals, reported at 2010 Utah App. 284, is available at
http://is.gd/g8aoTfrom Leagle.com

Cook Associates, Inc., dba Cook Slurry Company, sought chapter 11
protection (Bankr. D. Minn. Case No. 03-51015) on Aug. 1, 2003,
represented by Joseph V. Ferguson, III, Esq., at Clure Eaton Law
Firm in Duluth, Minn.  At the time of the filing, the Debtor
disclosed $1,019,725 in assets and $475,120 in liabilities.  On
Sept. 16, 2003, the bankruptcy court dismissed Cook's petition
based on the U.S. Trustee's conclusion that Cook did not have
sufficient funds to purchase insurance on any of its assets, was
no longer operating, and had no source of income from which it
could pay the administrative expenses of the Chapter 11
proceeding.


DALE JARRETT: June 30 Balance Sheet Upside-Down by $154,000
-----------------------------------------------------------
Dale Jarrett Racing Adventure, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $64,514 on $687,582 of revenue
for the three months ended June 30, 2010, compared with a net
income of $23,684 on $847,166 of revenue for the same period of
2009.

The Company's balance sheet at June 30, 2010, showed $1.2 million
in total assets, $1.4 million in total liabilities, and a
stockholders' deficit of $153,981.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6cab

                        About Dale Jarrett

Dale Jarrett Racing Adventure, Inc. (OTC BB: DJRT)
-- http://www.racingadventure.com/-- offers entertainment based
oval driving schools and events that are conducted at various race
tracks in the United States.  Dale Jarrett Racing Adventure, Inc.,
was founded in 1998 and is based in Hickory, North Carolina.


DELPHI CORP: Jury Selection Starts in D&O Trial
-----------------------------------------------
The Associated Press reports that jury selection is expected to
start Tuesday in Detroit, Michigan, in a civil trial involving
former executives at auto-parts maker Delphi Corp.  The trial is
likely to last many weeks.

The AP relates former chief executive J.T. Battenberg and three
others are accused of misstating the company's finances in
government filings in 2000.  They're being sued by the Securities
and Exchange Commission.  U.S. District Judge Avern Cohn calls it
a "serious case."

According to the AP, Mr. Battenberg and others say they aren't
liable.  The other defendants are ex-chief accountant Paul Free,
ex-pension analyst Milan Belans and ex-financial accounting
director Catherine Rozanski.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC, divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings will
remain responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


DENNY HECKER: Court Revokes Conditional Release, Wants Docs.
------------------------------------------------------------
MaryJo Webster, writing for The Pioneer Press, reports that Denny
Hecker has until Wednesday afternoon to give a federal judge more
detailed answers about money he has come into since declaring
himself too broke to afford a lawyer.  Ms. Webster reports Mr.
Hecker, 58, clearly was stunned Monday afternoon when, after a
hearing in Minneapolis federal court to consider his request for a
new attorney -- a routine matter, in most cases -- U.S. marshals
escorted him out.

According to the Pioneer Press, the hearing was about whether Mr.
Hecker could be represented again by private attorney Bill Mauzy.
But because Mr. Hecker had been represented at taxpayer expense, a
federal prosecutor and the judge spent more than an hour grilling
him about the more than $200,000 he has acquired -- and mostly
spent -- since June.

The Pioneer Press relates Chief U.S. District Judge Michael Davis
said he wasn't satisfied with Mr. Hecker's answers.  Judge Davis
revoked Mr. Hecker's conditional release stemming from his guilty
plea to fraud and conspiracy charges last month and ordered Mr.
Hecker to the Sherburne County Jail until Wednesday's hearing.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
says Mr. Hecker can be released immediately, however, if he
accounts for whereabouts of more than $55,000 he's accused of
wrongly spending by Wednesday's court hearing, Judge Davis ruled.
Mr. Hecker's release is also conditioned upon him turning over the
$12,000 to $18,000 in American Express gift cards he has on hand.

                        About Denny Hecker

Dennis E. Hecker owned and operated dozens of auto dealerships,
car rental franchises, and other businesses until 2009. He filed a
voluntary chapter 7 petition (Bankr. D. Minn. Case No. 09-50779)
on June 4, 2009, after his auto empire collapsed into bankruptcy.

Chrysler Financial filed a dischargeability action (Bankr. D.
Minn. Adv. Pro. No. 09-5019) on July 8, 2009.  Chrysler Financial
alleged that $83 million of $350 million owed is nondischargeable
under 11 U.S.C. Sec. 523(a) because Mr. Hecker allegedly obtained
it through the use of false pretenses, false representations,
fraud, defalcation, and embezzlement.  The Honorable Robert J.
Kressel granted Chrysler Financial's motion for sanctions and
ordered $83 million of the judgment against Mr. Hecker, together
with accrued interest, not dischargeable in the Chapter 7
bankruptcy case.

Mr. Hecker has pleaded guilty to two fraud charges: concealing
assets from the bankruptcy court and lying to get multimillion-
dollar loans for his dealerships and leasing operation.


ELEPHANT TALK: Completes US Offering of Common Stock and Warrants
-----------------------------------------------------------------
Elephant Talk Communications, Inc. announced Thursday that it has
completed the fourth and final closing of its private placement
offering of units comprised of one share of common stock, no par
value and warrants to purchase shares of Common Stock to
accredited investors.  In aggregate, the Company raised
$14,000,000 in gross proceeds on the sale of 11,666,686 Units.
After payment of commissions, non-accountable expenses and other
fees and expenses, the Company raised net proceeds of $12,340,908.

As a result of the Company raising in excess of $11,000,000 in the
Offering, certain promissory notes aggregating $4,000,000 and
$1,332,383 owned by QAT II Investments, SA, an investment entity
related to certain of the Company's officers and directors,
automatically converted into Units at $1.20 per Unit.  As a
result, QAT II will be issued 4,443,654 shares of Common Stock and
Warrants to purchase an aggregate of 4,443,654 shares of Common
Stock.  Additionally, certain bridge loans made by QAT II to the
Company, including accrued interest, aggregating $2,793,188 (based
on a conversion price of Euro1.00 to $1.3929 on October 8, 2010)
automatically converted into Units at $1.20 per Unit.  The bridge
loan conversion will result in the issuance of 2,327,657 shares of
Common Stock and Warrants to purchase up to 2,327,657 shares of
Common Stock.

The Warrants sold in the Offering and issued to QAT II entitle the
holders to purchase shares of Common Stock reserved for issuance
thereunder for a period of five years from the date of issuance
and contain certain anti-dilution rights on terms specified in the
Warrants.  In the event (i) the trading price the Common Stock
exceeds $2.25 for twenty consecutive trading days and (ii) there
is an effective registration statement with a current prospectus
on file with the Securities and Exchange Commission, the Company
has the option to redeem the Warrants.

The Company is obligated to register the Common Stock underlying
the Units and Warrants on a registration statement to be filed in
connection with the Offering.  In addition the investors are
entitled to unlimited piggy-back registration rights.

The Units have not been registered under the Securities Act, or
any state securities laws, and were offered and sold only in the
United States and Europe to "accredited investors" (as defined in
Rule 501(a) of the Securities Act) pursuant to an exemption from
registration under Section 4(2) of the Securities Act.  Neither
the Commission nor any state securities commission or regulatory
body has approved or disapproved the securities.  Any
representation to the contrary is a criminal offense.

Dawson James Securities, Inc. acted as selling agent in the
Offering.  Greenberg Traurig, LLP acted as counsel to Dawson James
and Ellenoff Grossman & Schole LLP acted as counsel to the
Company.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company's balance sheet as of June 30, 2010, showed
$41.4 million in total assets, $56.3 million in total liabilities,
and a stockholders' deficit of $14.9 million.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2010,
BDO Seidman, LLP expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for 2009.  The independent auditors noted that the Company
incurred a net loss of $17.4 million, used cash in operations of
$5.4 million and had an accumulated deficit of $62.3 million.


EQK BRIDGEVIEW: Files List of 10 Largest Unsecured Creditors
------------------------------------------------------------
EQK Bridgeview Plaza, Inc., has filed with the U.S. Bankruptcy
Court for the Northern District of Texas a consolidated list of
its 10 largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
EQK Holdings, Inc.
1800 Valley View Lane          Purchase of
Suite 300                      Windmill Farms
Dallas, TX 75234               Property                $28,659,925

Grand Pacific Finance Corp     Dunes Plaza              $3,405,413
41-99 Main St, 2nd Floor       220,461 SF
Flushing, NY 11355             shopping center,        ($2,200,000
                               Michigan City, IN        secured)

IORI Operating, Inc.
1800 Valley View Lane, Ste.
300                            Purchase of Eagle
Dallas, TX 75234               Crest Property           $1,635,132

La Porte County Treasurer      Property taxes -
                               Dunes Plaza                $605,589

La Crosse County Treasurer     Property taxes -
                               Bridgeview Plaza           $201,103

Weir Brothers, Inc.            Trade debt for
                               Eagle Crest
                               Property                    $58,000

Weir Brothers, Inc.            Trade debt for
                               Windmill Farms              $45,253

Sanchez & Associates           Trade debt for
                               Windmill Farms               $7,910

Prime Income Asset Management  Payroll
                               reimbursement for
                               Dunes Plaza                  $5,469

Bennett, Weston & Lajone PC    Legal Services for
                               Windmill Farms               $4,725

Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case
No. 10-37054).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, assists the Debtor in its restructuring
effort.  According to its schedules, the Debtor disclosed
$76,458,815 in total assets and $74,763,048 in total liabilities.


EQK BRIDGEVIEW: Files Schedules of Assets & Liabilities
-------------------------------------------------------
EQK Bridgeview Plaza, Inc., has filed with the U.S. Bankruptcy
Court for the Northern District of Texas its schedules of assets
and liabilities, disclosing:

  Name of Schedule                      Assets         Liabilities
  ----------------                      ------         -----------
A. Real Property                      $74,312,000
B. Personal Property                   $2,146,815
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $43,539,941
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $806,692
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $30,416,415
                                      -----------      -----------
      TOTAL                           $76,458,815      $74,763,048

A copy of the schedules is available for free at:

               http://bankrupt.com/misc/EQK_sal.pdf

Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case
No. 10-37054).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, assists the Debtor in its restructuring
effort.


EQK BRIDGEVIEW: Section 341(a) Meeting Scheduled for Nov. 9
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of EQK
Bridgeview Plaza, Inc.'s creditors on November 9, 2010, at 10:00
a.m.  The meeting will be held at the Office of the U.S. Trustee,
1100 Commerce St.,Room 976, Dallas, TX 75242.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Dallas, Texas-based EQK Bridgeview Plaza, Inc., filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case
No. 10-37054).  Melissa S. Hayward, Esq., at Franklin Skierski
Lovall Hayward LLP, assists the Debtor in its restructuring
effort.  According to its schedules, the Debtor disclosed
$76,458,815 in total assets and $74,763,048 in total liabilities.


FARRAHI AND ASSOCIATES: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Farrahi and Associates, LLC
        9091 State Line Road
        Kansas City, MO 64114

Bankruptcy Case No.: 10-45474

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Neil S. Sader, Esq.
                  THE SADER LAW FIRM, LLC
                  4739 Belleview Avenue, Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818
                  E-mail: nsader@saderlawfirm.com

Scheduled Assets: $2,381,117

Scheduled Debts: $2,262,505

A list of the Company's three largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/mowb10-45474.pdf

The petition was signed by Michael J. Farrahi, member.


FLEETPRIDE CORP: S&P Gives Stable Outlook, Affirms 'B' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Texas-based truck parts distributor FleetPride Corp. to stable
from negative and affirmed its ratings on the company, including
the 'B' corporate credit rating.

"The outlook revision reflects S&P's opinion that, as the pace of
economic activity picks up, S&P expects FleetPride's sales to
increase as well," said Standard & Poor's credit analyst Lawrence
Orlowski.  "Moreover, the company's cost reductions and
acquisitions have expanded profitability.  Consequently, credit
measures have improved, and S&P believes they are moving back in
line with S&P's expectations for the rating," he continued.
Still, S&P expects the company to continue using a large portion
of its free cash flow for acquisitions of smaller competitors
rather than for debt reduction.

Net sales were $174.4 million in the quarter ended June 30, 2010,
up 15.5% from the same quarter a year ago.  Incremental sales from
seven businesses acquired since Jan. 1, 2009, contributed
$4.6 million in revenue, while organic revenue rose because of
higher local-market sales.

The ratings on FleetPride reflect S&P's view of its highly
leveraged capital structure and still-limited room under its
financial covenants, along with the company's narrow scope of
operations and small size.  FleetPride is the largest independent
distributor of aftermarket heavy-duty-truck and trailer parts in
the U.S.; S&P believes its revenues are more than two and a half
times those of its next-largest competitor, but its market share
is still only about 4% of the very fragmented market.  FleetPride
is the only truck parts distributor with a substantial national
presence and comprehensive product offering, serving many
customers in diverse end markets.  This offers some protection if
adverse circumstances affect a single customer or market segment.

Aftermarket demand for heavy-duty-truck parts has historically
been stable, fluctuating less than demand for original-equipment
vehicles.  Revenue is generally predictable because demand follows
the size of the installed truck base, which is large, and the
number of ton-miles driven, which depends on the country's
economic health.  S&P estimates the long-term annual growth rate
for the replacement parts industry to be 2.5%, helped by the
nondiscretionary nature of parts replacement and expectations for
continued growth in ton-miles driven.  However, S&P believes the
gradually aging truck fleets in the U.S. could help support strong
replacement sales, but only if freight tonnage continues to
improve, allowing shippers to use more of their existing
equipment.

Liquidity is adequate under S&P's criteria.  S&P believes the
company has fair prospects for some continued free cash
generation.  As of June 30, 2010, cash and cash equivalents
totaled $32.2 million.

The stable outlook reflects S&P's view that demand for truck parts
will move in line with economic activity and that the economy will
continue to recover, but at a gradual pace.  S&P could raise the
rating if EBITDA expansion and deleveraging exceed S&P's current
expectations and leverage appears likely to decline to less than
5x on a sustained basis.  For instance, this could occur if
revenue in 2010 increased more than 15% and gross margins rose
more than 35.5% from 2009 levels.

Alternatively, S&P could lower the ratings if demand begins to
fall again rather than stabilize, if pricing becomes depressed, or
if operational inefficiencies arise that significantly weaken the
company's credit measures.  For instance, S&P could lower the
ratings if S&P believes debt to EBITDA will move above 6x on a
sustained basis or if the covenant cushion erodes further.
S&P could also lower the ratings if the company begins to use cash
in its operations because of lower demand, instead of generating
cash by managing working capital.  S&P could also lower the rating
in the long term if the company fails to address the bank
revolving facility expiration in 2012.


FOCUS BRANDS: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Atlanta, Ga.-based restaurant
franchisor Focus Brands Inc.  The outlook is positive.

At the same time, S&P assigned its preliminary 'B' issue-level
rating and preliminary '3' recovery rating to Focus Brands'
$285 million senior secured bank credit facilities, which consist
of a $10 million five-year revolving credit facility and a
$275 million six-year term loan.  According to the company,
proceeds from the term loan will be used to finance the
acquisition of Auntie Anne's Food Inc., refinance existing debt,
and pay certain fees and expenses.

"The ratings reflect what S&P consider to be Focus Brands' weak
business risk profile, which reflects its presence in the highly
competitive quick service restaurant industry, partly offset by
its good brand diversity, and a highly leveraged financial risk
profile," says Standard & Poor's credit analyst Andy Sookram.
"The company benefits from its good level of cash flow conversion
from EBITDA, which S&P thinks will enable it to reduce leverage to
the mid-4x area over the next several quarters, from about 5.3x on
a pro forma for the proposed transactions."

Focus Brands, which is majority-owned by Roark Capital Group, is
the parent of several franchisors of restaurant operations, which
are Moe's, Schlotzsky's, Cinnabon, Seattle's Best Coffee (in
certain international markets), and Carvel.  It acquired these
brands over the last several years and has realized meaningful
cost-reduction benefits primarily through brand-improvement
initiatives, headcount reduction, and systems integration.  The
acquisition of Auntie Anne's Food, a soft-rolled pretzels
retailer, will enhance the company's brand diversity and, in S&P's
opinion, should be accretive to earnings because of its good
profit performance.  On a combined basis, about 98% of the
company's restaurants will be franchised, which S&P thinks should
provide some earnings stability.  As a franchisor, the company's
revenues are derived from royalty payments from its franchisees,
and it does not bear the risk of their operating expenses or of
significant swings in commodity costs.


FONTAINEBLEAU LV: $260.8 Mil. in Claims Change Hands in July
------------------------------------------------------------
The bankruptcy clerk recorded the transfer of 134
claims totaling $260,871,886 for the period July 1 - July 31,
2010.  Among the largest claims are:

Transferor          Transferee          Claim No.        Amount
----------          ----------          ---------        ------
JMB Capital         Morgan Stanley          247     $17,425,024
Partners Master     Senior Funding Inc.
Fund LP

JMB Capital         Morgan Stanley          271      17,425,024
Partners Master     Senior Funding Inc.
Fund LP

JMB Capital         Morgan Stanley            -      17,425,024
Partners Master     Senior Funding Inc.
Fund LP

AMI Hospitality     JMB Capital             359       5,892,153
Inc.                Partners Master
                    Fund LP

Gateway CLO Ltd.    Morgan Stanley            -       5,000,000
                    Senior Funding Inc.

Gateway CLO Ltd.    Morgan Stanley          741       5,000,000
                    Senior Funding Inc.

Gateway CLO Ltd.    Morgan Stanley          670       5,000,000
                    Senior Funding Inc.

A copy of the complete list of claim transfers for July 2010 is
available for free at:

    http://bankrupt.com/misc/FB_ClaimTransfers_July2010.pdf

For the period June 1 - June 30, 2010, the Clerk of the Bankruptcy
Court recorded the transfer of 13 claims totaling $19,012,606.

                        *     *     *

Susan Gutierrez, the Court's Deputy Clerk, notifies parties-in-
interest that pursuant to Rule 3001(e) of the Federal Rules of
Bankruptcy Procedure, evidence of complete or partial transfer of
several claims has been filed with the Court.

The transferors are:

  -- AMI Hospitality Inc.;
  -- Brencourt Credit Opportunities Master Ltd.;
  -- Cantor Fitzgerald Securities;
  -- Carlyle High Yield Partners 2008-1, Ltd.;
  -- Carlyle High Yield Partners IX, Ltd.;
  -- Carlyle High Yield Partners VI, Ltd.;
  -- Carlyle High Yield Partners VII, Ltd.;
  -- Carlyle High Yield Partners VIII, Ltd.;
  -- Carlyle High Yield Partners X, Ltd.;
  -- Debello Investors LLC;
  -- Gateway CLO Ltd.;
  -- Jersey Street CLO Ltd.;
  -- JMB Capital Partners Master Fund LP;
  -- Marlborough Street CLO Ltd.;
  -- Nuveen Floating Rate Income Fund;
  -- Nuveen Senior Income Fund;
  -- Peregrine Installation Co.;
  -- Rosedale CLO II, Ltd.;
  -- Stone Lion Portfolio LP;
  -- Symphony CLO I Ltd.;
  -- Symphony CLO II Ltd.;
  -- Symphony CLO III Ltd.;
  -- Symphony CLO V Ltd.;
  -- Symphony Credit Opportunities Fund Ltd.; and
  -- Wexford Spectrum Investors LLC.

If no objections are filed, the transferees will be substituted as
claimant of the transferred claim in place of the original
claimant.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Examiner Files Fee Applications
-------------------------------------------------
Six professionals employed in connection with Fontainebleau Las
Vegas Holdings LLC and its units' bankruptcy cases separately ask
the U.S. Bankruptcy Court allow, and direct the Debtors to pay,
their fees and expenses:

Professional                  Period            Fees   Expenses
------------                  ------            ----   --------
Christine M. Pajak          10/16/09 -      $945,948    $31,068
                             04/11/10

Jason Z. Jones and          02/01/10 -       551,836     19,073
Bilzin Sumberg Baena        04/19/10
Price & Axelrod LLP

Jeffrey R. Truitt           10/16/09 -       216,171     49,006
                             04/11/10

David M. Friedman and       02/01/10 -        68,213      2,718
Kasowitz, Benson, Torres    04/12/10
& Friedman LLP

Frank Terzo                 11/01/09 -        28,608        494
                             04/11/10

Jack J. Kessler and         02/01/10 -        21,398          6
Buchanan Ingersoll &        04/19/10
Rooney PC

Mr. Truitt is the appointed Chapter 11 Examiner in the Debtors'
Chapter 11 cases.  Ms. Pajak and Mr. Terzo are the Examiner's
attorneys.

Mr. Jones and Bilzin Sumberg served as general bankruptcy counsel
to the Debtors, while Mr. Friedman and Kasowitz, and Mr. Kessler
and Buchanan Ingersoll are the Debtors' special counsel.

                    Court Allows 3 Fees

Judge A. Jay Cristol allowed payment of the final fees of three
professionals:

    Professional                  Fees      Expenses
    ------------                  ----      --------
    Genovese Joblove &         $34,548        $1,511
    Battista, P.A.,

    Barry E. Mukamal             2,887            --

    Fox Rothschild, LLP          12,934          360

Mr. Mukamal served as financial advisor to the Official Committee
of Unsecured Creditors.  Fox Rothschild served as attorneys for
the Creditors Committee, while Genovese Joblove served as the
Creditors Committee's co-counsel.

             M&M Lienholders Seek Reconsideration

The M&M Lienholders ask Judge Cristol to reconsider his orders
allowing payment of final fees and expenses to Mr. Mukamal,
Genovese Joblove and Fox Rothschild.

The M&M Lienholders previously objected to the payment of final
fees filed by the Debtors' professionals.

Philip. J. Landau, Esq., at Shraiberg, Ferrara & Landau P.A., in
Boca Raton, Florida, relates that at a hearing to consider final
fee applications, counsel for the Creditors Committee's
Professionals announced their agreement with the M&M Lienholders.
Immediately preceding the hearing, counsel for the M&M
Lienholders' agreed to withdraw their objection to the allowance
of the fees, but not to their payment.

In other words, the M&M Lienholders would consent to a final
determination that the fees represented reasonable compensation
for actual and necessary services rendered and expenses incurred
by the Committee Professionals pursuant to Sections 328 and 330 of
the Bankruptcy Code, so long as any payment of those fees was not
deemed final and no further payments were made, Mr. Landau
contends.  The position of the M&M Lienholders was consistent with
a ruling of the District Court requiring repayment of professional
fees, he adds.

Mr. Landau alleges that counsel for the Committee Professionals
did not circulate drafts of the Orders to counsel for the M&M
Lienholders.  Consequently, he says, the Orders are not consistent
with the agreement between the Committee Professionals and counsel
for the M&M Lienholders.  He contends that the M&M Lienholders did
not merely agree to reserve their rights as to "priority" and
"timing" for a later date but required that no payments be made
and that any payments already received not be final, which is
completely consistent with the District Court's decision.

The Orders should be revised to provide that while the finding
that the fees and expenses are fair and reasonable under Sections
328 and 330 is final, any payment of the fees and expenses is
interim, not final, Mr. Landau argues.

If the Orders are not revised, the M&M Lienholders may be required
to appeal the Orders to preserve their position in the pending
appeal of the District Court's ruling to the Eleventh Circuit,
adding an unnecessary layer of complexity and expense to the
Chapter 7 cases, Mr. Landau points out.

Accordingly, the M&M Lienholders ask the Court to modify or vacate
the Orders.

A hearing will be held on October 21, 2010, to consider the
request.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FONTAINEBLEAU LV: Files List of Unpaid Debts
--------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units, pursuant to
Rule 1019 of the Federal Rules of Bankruptcy Procedure, Local
Rules and the order converting their cases under Chapter 11 to
cases under Chapter 7 of the Bankruptcy Code, filed with the Court
a list of unpaid debts of Fontainebleau Las Vegas LLC and
Fontainebleau Las Vegas Retail incurred since the Petition Date.

Mark Lefever notes that the other four Debtors have no unpaid
debts incurred postpetition.  Mr. Lefever is a consultant to the
Chapter 7 Trustee and previously the Debtors' chief financial
officer.

A copy of the list is available for free at:

      http://bankrupt.com/misc/FB_R1019_UnpaidDebts_081010.pdf

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC and its units filed for
Chapter 11 protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case
No. 09-21481).   Scott L Baena, Esq., at Bilzin Sumberg Baena
Price & Axelrod LLP, represented the Debtors in their
restructuring effort.   The Debtors' claims agent is Kurtzman
Carson Consulting LLC.  Attorneys at Genovese Joblove & Battista,
P.A., and Fox Rothschild, LLP, represent the Official Committee of
Unsecured Creditors.  Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

In February 2010, Icahn Enterprises L.P. acquired from
Fontainebleau Las Vegas and certain affiliated entities, the
Fontainebleau property and improvements thereon located in Las
Vegas, Nevada, for an aggregate purchase price of around
$150 million.  The bankruptcy case was subsequently converted to
Chapter 7.

Soneet R. Kapila has been named the trustee for the Chapter 7 case
of Fontainebleau Las Vegas.


FRONTIER AIRLINES: CEO Bedford to Roll Back Wages in 3 Years
------------------------------------------------------------
Ann Schrader, writing for The Denver Post, reports that Frontier
Airlines chief executive Bryan Bedford ended his stint on Sunday
night's "Undercover Boss" television show by telling employees he
would roll back the 10% pay cut they took when Frontier filed for
bankruptcy protection.  Mr. Bedford said restoration of pay will
happen over three years.

According to the Post, airline spokesman Carlo Bertolini said
Monday in an e-mail that more details about the pay restoration
will be released as it is determined, with it likely to come in
phases from January 2011 through January 2013.

The Post relates the balding Bedford donned a toupee to work
incognito with Frontier employees emptying lavatories, moving bags
and cleaning aircraft.  During taping, Mr. Bedford said he learned
how the pay cut was affecting employees.

The Post relates SEC filings show Mr. Bedford earned a little more
than $2 million in 2008, when Frontier employees gave up 10% of
their pay.  Mr. Bedford's Republic Airways did not buy Frontier
until Oct. 1, 2009.

The Post also notes Matthew Fazakis, president of Teamsters Local
961, said ramp workers and customer-service agents aren't
unionized, so "there are no guarantees" Mr. Bedford will reinstate
their pay.

                      About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines --
http://www.frontierairlines.com/-- is the second-largest jet
service carrier at Denver International Airport.

Frontier Airlines Holdings, Inc. and its affiliates filed for
Chapter 11 protection on April 10, 2008 (Bankr. S.D.N.Y. Case No.
08-11297 thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represented the
Debtors in their restructuring efforts. Togul, Segal & Segal LLP
was the Debtors' Conflicts Counsel, Faegre & Benson LLP was the
Debtors' Special Counsel, and Kekst and Company was the Debtors'
Communications Advisors.

In June 2009, Republic Airways Holdings offered to acquire the
Debtors' assets for $108 million.  In July 2009, Southwest
Airlines countered with a $113.6 million bid.  In August 2009,
Republic won the bidding with its sweetened offer.

As reported by the Troubled Company Reporter, Frontier said
September 10 that the Bankruptcy Court confirmed the Company's
Plan of Reorganization which was premised on the Republic deal.
Republic closed the deal in October 2009.  Frontier Airlines
became a wholly owned subsidiary of Indianapolis-based Republic,
along with Chautauqua Airlines, Lynx Aviation, Republic Airlines
and Shuttle America.


GALP CNA: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------
GALP CNA Limited Partnership has filed with the U.S. Bankruptcy
Court for the Southern District of Texas a consolidated list of
its 20 largest unsecured creditors:

   Entity                       Nature of Claim       Claim Amount
   ------                       ---------------       ------------
North Park P.U.D.
PO Box 3035
Houston, TX 77253-3035            Trade Debt              $25,494

O'Connor & Associates
2200 North Loop West,
Suite 200
Houston, TX 77018                 Trade Debt              $16,593

Wilmar Industries Inc
PO Box 404284
Atlanta, GA 30384-4284            Trade Debt              $10,108

HD Supply Facilities
Maintenance, LTD                  Trade Debt               $9,690

Centerpoint Energy                Trade Debt               $5,181

Criterion Brock                   Trade Debt               $4,618

LTD Landscaping &
Supplies, Inc.                    Trade Debt               $4,249

Al's Landscaping                  Trade Debt               $3,572

Waste Management                  Trade Debt               $3,113

Century Air Conditioning
Supply, Inc.                      Trade Debt               $2,110

American Management
Services LLC                      Trade Debt               $1,949

Apple Termite & Pest
Control Inc.                      Trade Debt                $1,631

Jorge I. Flores                   Trade Debt                $1,450

Brilliant Promotional
Products, Inc.                    Trade Debt                  $887

Namco Manufacturing,
Inc.                              Trade Debt                  $809

Acuity Electric, Inc.             Trade Debt                  $762

WCA Waste Corporation             Trade Debt                  $685

C.K.I. Wholesale Lock
Supply Inc.                       Trade Debt                  $622

Webb Pest Control                 Trade Debt                  $576

Amrent, Inc.                      Trade Debt                  $501

                           About GALP CNA

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CAN's case is jointly administered with that of GALP Cypress
Limited Partnership and Wentwood Woodside I, L.P.  GALP CAN is the
lead case.

Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy
protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-
38991).  It estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38981).  It estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GALP CNA: Gets Nod to Hire Matthew Hoffman as Bankr. Counsel
------------------------------------------------------------
GALP CNA Limited Partnership, et al., sought and obtained
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to employ the Law Offices of Matthew Hoffman,
p.c., as bankruptcy counsel.

The Firm will, among other things:

     a. conduct appropriate examinations of witnesses, claimants
        and other parties in interest;

     b. prepare appropriate pleadings and other legal instruments
        required to be filed in the Debtor's bankruptcy case;

     c. represent the Debtor in proceedings before the Court and
        in any other judicial or administrative proceeding in
        which the rights of the Debtor or the estate may be
        affected; and

     d. represent and advise the Debtor in the liquidation of its
        assets through the Court.

The hourly rates of the Firm's personnel are:

        Matthew Hoffman                      $240
        James Lee, Associate                 $115

Matthew Hoffman, Esq., a principal at the Firm, assures the Court
that the Firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CAN's case is jointly administered with that of GALP Cypress
Limited Partnership and Wentwood Woodside I, L.P.  GALP CAN is the
lead case.

Houston, Texas-based GALP Cypress filed for Chapter 11 bankruptcy
protection on October 4, 2010 (Bankr. S.D. Tex. Case No. 10-
38991).  It estimated its assets at $10 million to $50 million and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection on October 4, 2010 (Bankr. S.D. Tex. Case
No. 10-38981).  It estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date.


GARLOCK SEALING: PI Claimants Want Say in Plan Formulation
----------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases of Garlock Sealing Technologies LLC, et al.,
asks the U.S. Bankruptcy Court for the Western District of North
Carolina to:

   -- grant the scheduling order requested for plan formulation
      purposes; and

   -- deny Garlock's counter-motion to impose a bar date and
      specialized claim form for use in allowance proceedings.

The ACC related that it proposed a course of proceeding in these
cases that is designed to lead to a confirmable plan in an
expeditious manner.  The parties would be permitted tailored
discovery related to the main issues in the bankruptcy cases, so
that they and their experts can develop their views of what
Garlock's aggregate costs for resolution of the claims against it
in the tort system would be, and of the Debtors' total
consolidated assets.

The ACC added that Garlock is attempting to use the Chapter 11 not
for any proper reorganization purpose, but as a means of
extracting the asbestos suits from the nonbankruptcy courts that
are principally charged with administering the tort laws.

The Debtors' program is designed to minimize the funding of a
Section 524(g) trust, leaving its present and future asbestos
victims with inadequate compensation but allowing its parent
company to retain equity that simply could not be justified by a
realistic assessment of Garlock's mass tort legacy.

The ACC suggested that the Debtors forecast the number of claims
that will be asserted against them in the future, and the value of
those claims.  It is also appropriate to take into account
discernable trends and developments that were at work in the tort
system at the petition date, that would affect, for example, the
number of future claims that would be filed against the Debtors.

The Committee is represented by:

     HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC
     Travis W. Moon, Esq.
     201 South College Street
     Charlotte Plaza, Suite 2020
     Charlotte, NC 28244-2020
     Tel: (704) 344-1117

     CAPLIN & DRYSDALE, CHARTERED
     Elihu Inselbuch, Esq.
     375 Park Avenue, 35th Floor
     New York, NY 10152-3500
     Tel: (212) 319-7125

     Trevor W. Swett III, Esq.
     Leslie M. Kelleher, Esq.
     Jeanna Rickards Koski, Esq.
     One Thomas Circle, N.W., Suite 1100
     Washington, D.C. 20005
     Tel: (202) 862-5000

                      About Garlock Sealing

Headquartered in Palmyra, NY, Garlock Sealing Technologies LLC is
an EnPro Industries, Inc. company (NYSE: NPO).  For more than a
century, Garlock has been helping customers efficiently seal the
toughest process fluids in the most demanding applications.

On June 5, Garlock filed a voluntary Chapter 11 petition (Bankr.
W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to
establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for Asbestos matters.


GARY BURIVAL: Ch. 11 Trustee Fails in Bid to Invalidate Maly Claim
----------------------------------------------------------------
James Maly is a landowner who rented farmland to the debtors
prepetition.  He has filed proofs of claim in the bankruptcy case
for unpaid rent, asserting secured claims based on his U.C.C.
filings regarding the leases.  The Chapter 11 trustee filed the
adversary proceeding to avoid Mr. Maly's alleged liens and have
his claims determined to be unsecured.  The Chapter 11 trustee
asserts that Mr. Maly's first financing statement failed to
properly identify the collateral in which he claims a security
interest, and that the amendment to the financing statement is
preferential.

The Hon. Thomas L. Saladino, however, denies the Chapter 11
trustee's motion for summary judgment.  The Court holds that Mr.
Maly's financing statement did not create a perfected security
interest in the Debtors' crops or crop proceeds.  "Because a fact
issue remains as to the insolvency element of the trustee's
argument that the amendment to the financing statement constitutes
a preference, the motion for summary judgment must be denied,"
Judge Saladino says.

The case is Rick D. Lange, Chapter 11 Trustee, v. James Maly, Adv.
Pro. No. 10-4012 (Bankr. D. Neb.), and a copy of the Court's order
dated Oct. 18, 2010, is available at http://is.gd/g8946from
Leagle.com

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler, Esq., at William L.
Needler and Associates Ltd. represented the Debtors in their
restructuring effort.  The Debtors' schedules showed total assets
of $13,411,186 and total liabilities of $12,570,797.

Rick D. Lange was appointed Chapter 11 bankruptcy trustee for the
Debtors' estates, effective March 2, 2009, pursuant to an
application filed by the United States Trustee.


GARY LABRIOLA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Gary Paul Labriola
               Jean Ruth Labriola
               8899 NW 70th Court
               Pompano Beach, FL 33067

Bankruptcy Case No.: 10-41463

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtors' Counsel: David L. Merrill, Esq.
                  7777 Glades Road, # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  E-mail: dlmerrill@sbwlawfirm.com

Scheduled Assets: $4,344,202

Scheduled Debts: $5,444,721

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41463.pdf


GENERAL GROWTH: First City Sues Debtor Price Development
--------------------------------------------------------
First City Investors, Inc., initiated a complaint for breach of
contract and specific performance against Debtor Price Development
Company, Limited Partnership.

In May 2010, PDC agreed to sell certain real and personal property
to First City known as Cottonwood Property pursuant to a purchase
and sale agreement.

Despite the extensive negotiations between the parties, and
extensive work performed and expense incurred by First City, PDC
sent First City a letter dated July 26, 2010, informing First City
that the board of directors of General Growth Properties, Inc.,
had declined to approve the Cottonwood PSA.  PDC did not provide
any further explanation for the GGP Board of Directors' actions at
that time, Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, in
New York, tells the Court.

In addition, pursuant to PDC and GGP's Third Amended Joint Plan of
Reorganization, PDC agreed to convey the Cottonwood Property to
Spinco in a violation of the Cottonwood PSA, Mr. Schnabel says.

Mr. Schnabel asserts that the process followed by PDC in bringing
the PSA to the GGP Board and the GGP Board's decision to deny
approval of the PSA was not done in good faith and does not
represent fair dealing with First City.  PDC's failure to abide by
of its covenant of good faith and fair dealing constitutes a
default under the Cottonwood PSA and a breach thereof, he asserts.
As a result, the closing of the PSA did not occur, he points out.
Pursuant to the PSA and applicable law, First City is entitled to
specific performance of the Cottonwood PSA and to the conveyance
of the Cottonwood Property to First City pursuant to the PSA, he
insists.

For those reasons, First City asks the Court to enter a judgment
against PDC:

  (1) finding that PDC has breached the PSA by failing to abide
      by its covenant of good faith and fair dealing, and
      awarding damages to First City including reasonable
      attorneys' fees, costs, and interest resulting from that
      breach in an amount to be determined at trial; and

  (2) requiring specific performance of PDC's obligations under
      the PSA, including, but not limited to, its obligation to
      convey the Cottonwood Property to First City on the terms
      contained in the PSA, and awarding damages to First City
      including reasonable attorneys' fees, costs, and interest
      in an amount to be determined at trial.

                       About General Growth

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, serve as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of December 31, 2008.

Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


GLOBAL SHIP: Posts $5.0 Million Net Loss in June 30 Quarter
-----------------------------------------------------------
Global Ship Lease, Inc., reported a net loss of $5.0 million on
$39.6 million of revenue for the three months ended June 30, 2010,
compared with net income of $22.8 million on $36.2 million of
revenue for the same period last year.

Results for the second quarter of 2010 include a non-cash interest
rate derivative mark-to-market loss of $12.5 million, while
results for the second quarter of 2009 include a non-cash interest
rate derivative mark-to-market gain of a $16.7 million.

The Company's balance sheet at June 30, 2010, showed
$1.008 billion in total assets, $681.7 million in total
liabilities, and stockholders' equity of $326.5 million.

CMA CGM, the Company's sole source of operating revenue, announced
in September 2009 that it and its lenders were exploring a
potential financial restructuring to address its short and medium
term financing requirements and that it was seeking to reduce and
in some cases cancel certain ship deliveries.  The Company is not
involved in these discussions.  The Company has experienced
increased delays in receiving charterhire from CMA CGM, where
between one and three installments have been outstanding.  Under
the charter contracts charterhire is due to be paid every 15 days
in advance on the 1st and 16th of each month.

As at June 30, 2010, one period of charterhire, due on June 16,
2010, was outstanding amounting to $6.4 million.  This was
received in July 2010.  As at close of business on August 10,
2010, the latest practicable date prior to the issuance of these
interim unaudited consolidated financial statements, charterhire
due on August 1, 2010, totaling approximately $6.4 million was
outstanding.

As reported in the Troubled Company Reporter on May 25, 2010,
PricewaterhouseCoopers expressed substantial doubt about the
Company's ability to continue as a going concern, following the
Company's results for 2009.  The independent auditors noted of the
uncertainty related to the financial situation of the Company's
charterer, CMA CGM.  "If CMA CGM is unable to accomplish a
financial restructuring and ceases doing business or otherwise
fails to perform its obligations under the Company's charters,
Global Ship Lease's business, financial position and results of
operations would be materially adversely affected as it is
probable that, should the Company be able to find replacement
charters, these would be at significantly lower daily rates and
for shorter durations than currently in place.  In this situation
there would be significant uncertainty about the Company's ability
to continue as a going concern."

The Company's interim unaudited consolidated financial statements
for the period ended June 30, 2010, are available for free at:

               http://researcharchives.com/t/s?6cad

                     About Global Ship Lease

London-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS)
-- http://www.globalshiplease.com/-- is a containership charter
owner. Incorporated in the Marshall Islands, Global Ship Lease
commenced operations in December 2007 with a business of owning
and chartering out containerships under long-term, fixed rate
charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.


GREG LEDBETTER: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Greg Allen Ledbetter
        2333 East 3700 South
        Jerome, ID 83338

Bankruptcy Case No.: 10-41850

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Brent T. Robinson, Esq.
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Debtor's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/idb10-41850.pdf

Debtor-affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ted Miller Dairy, LLC                 10-40200            03/25/10


GREEN MOUNTAIN: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Waterbury, Vt.-based
Green Mountain Coffee Roasters Inc.  The outlook is negative.

At the same time, S&P assigned its preliminary 'B+' issue ratings
to the company's $1.35 billion senior secured credit facility,
which consists of a five-year $750 million revolving credit
facility, a five-year $250 million term loan A, and a six-year
$350 million term loan B.  The preliminary recovery rating is '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of payment default.  The ratings are based on
preliminary terms and closing conditions, and subject to final
review upon receipt of final documentation.  Net proceeds will be
used to repay existing indebtedness and to acquire Van Houtte.

S&P estimates GMCR will have about $980 million in debt
outstanding when the transaction is finalized.

"The ratings on GMCR reflect S&P's view that the company is highly
dependent on the single-cup coffee maker concept, is exposed to
integration risks associated with its aggressive acquisition
strategy, and will have less than adequate liquidity over the next
year due to high working capital needs," said Standard & Poor's
credit analyst Brian Milligan.  Future debt reduction and
increasing liquidity is highly dependent on successful integration
of recent acquisitions and continued growth of the single-cup
coffee maker concept.

GMCR's financial risk profile is highly leveraged given the
company's acquisitive growth strategy highlighted by its intent to
increase leverage to complete the Van Houtte acquisition.  At the
same time, S&P notes the company's recent equity issuance as a
positive ($370 million in August 2009 and $250 million in
September 2010).  Still, the company's liquidity is less than
adequate, in S&P's view, due to heavy working capital investment
requirements to pursue its growth strategy despite its equity and
debt issuance.

The company's business risk profile is weak based on its
participation in the highly competitive specialty coffee segment,
its narrow product focus in single-cup coffee products, and the
risks of pursuing a rapid growth strategy.  The company's growth
strategy utilizes the selling of its Keurig single-cup brewers at
little margin in order to sell its K-Cup portion packs at an
attractive margin.  To a lesser extent, an additional growth
strategy is to expand the number of beverages used in its brewing
systems.  Converting buyers of its brewing systems into regular
buyers of its high margin K-Cups is highly dependent on the
reliability and quality of its brewer systems, the quality and
variety of its K-Cups, and other competitive factors.  S&P
believes switching costs for owners of Keurig single-cup brewing
systems are low.

The company is a small player in the low- to mid-single digit
growing coffee market.  The sector is highly competitive and
fragmented.  GMCR competes against large brands such as Kraft
Foods' Maxwell House and The J.M. Smucker Company's Folgers as
well as coffee retailers such as Starbucks and Dunkin Brands.  In
the single-cup coffee segment, the company competes against
companies with deeper financial resources such as Nestle, Sara
Lee, Kraft Foods, and Mars.  S&P believes the single-cup coffee
maker currently represents a small portion of the overall coffee
maker market.  With that said, S&P recognizes the single-cup
coffee makers have achieved good growth and appear to be
increasing in popularity recently; however, S&P believes it is
still too early to accurately determine the concept's market share
potential.  However, S&P believes GMCR has the largest installed
base of single-cup coffee makers in the U.S. Nonetheless, GMCR's
business risk profile will remain weak until greater adoption of
the single-cup coffee maker occurs and/or the company is able to
expand its product offering.

The negative outlook reflects S&P's expectation for less than
adequate liquidity, and, the uncertainty involving the recent SEC
inquiry adds to this risk.  S&P expects cash sources to
approximate cash uses during the next 12 months.  S&P's
expectation for the company to have negative free cash flow
generation will likely require the company to raise capital to
improve liquidity.  S&P's could revise the outlook to stable if
liquidity improves to an adequate level, which S&P believes will
occur once cash sources exceed cash uses by about 1.2x over a
forward 12-month time horizon.  S&P could lower the rating if
liquidity remains less than adequate, with covenant cushion
falling below 10%.  S&P believes this could occur if the company's
growth significantly decelerates, likely the result of lower
product demand, or if poor acquisition integration occurs.  S&P
could also lower the rating if details of the SEC inquiry result
in significant negative consequences.  Although unlikely over the
next year, S&P could raise the rating if the company is able to
demonstrate sustainable growth of its high margin K-cups, margins
remain at least at current levels, and cash sources exceed cash
uses by about 1.2x over the forward 12-months.


HAWK CORP: Carlisle Deal Won't Affect Moody's 'B2' Rating
---------------------------------------------------------
Moody's Investors Service said Hawk Corporation's announcement on
October 15, 2010, that it signed a definitive agreement to be
acquired by Carlisle Companies Incorporated (Baa2/Stable) does not
have an impact on Hawk's B2 corporate family rating at this time.
Per the joint press release, the purchase price of $413 million
reflects Carlisle's intent to buy Hawk's outstanding shares for
$50 per share in an all-cash transaction.  Carlisle is expected to
assume and pay off at a premium Hawk's outstanding $56 million
senior unsecured notes due October 2014 (rated B3).  Upon
successful completion of the acquisition and redemption of the
notes, Moody's will withdraw all ratings of Hawk.

The last rating action on Hawk occurred on September 22, 2006,
when the rating on its senior unsecured notes was lowered to B3
from B2.

Hawk Corporation is a leading supplier of friction products for
industrial, aircraft, defense, agricultural, heavy truck and
performance applications.  Friction products include parts for
brakes and transmissions.  For the twelve months ended June 30,
2010, sales totaled approximately $204 million.


HAWK CORP: S&P Changes CreditWatch on 'B' Rating to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised the
CreditWatch implications on its 'B' corporate credit rating on
Ohio-based Hawk Corp. to positive from developing, where they were
placed on July 2, 2010.

"The rating action follows the announcement that Carlisle Cos.
Inc. will acquire Hawk for $413 million," said Standard & Poor's
credit analyst Gregoire Buet.  "Hawk's board of directors has
approved a sale of the company to Carlisle.  Carlisle and Hawk
expect closing to occur by year-end."

Standard & Poor's will resolve the CreditWatch listing once the
transaction closes.  The transaction is subject to regulatory
approval.


HONOLULU SYMPHONY: Musicians Withdraw Charges
---------------------------------------------
Pacific Business News reports that the Honolulu Symphony Society
can now file its Chapter 11 bankruptcy reorganization plan in the
U.S. Bankruptcy Court for the District of Hawaii after musicians
withdrew claims of unfair labor practices against the Company.

The Company asked a bankruptcy court to extend the deadline
for filing a reorganization plan, arguing that the musicians'
complaint needed to be resolved first.  As PBN reported earlier
Friday, the deadline to file the plan was originally Friday and
a new deadline will be determined at a December 13 hearing,
according to the report.

Honolulu Symphony filed for Chapter 11 on Dec. 18, 2009 in its
hometown (Bankr. D. Hawaii Case No. 09-02978), saying assets are
less than $500,000 while debt exceeds $1 million.  The symphony
blamed the filing on a decline in donations which left the
orchestra unable to cover costs, since ticket sales represent only
30% of the budget.  The symphony said it would use Chapter 11 to
reorganize fundraising activities.


IMH FINANCIAL: Posts $42.2 Million Net Loss in June 30 Quarter
--------------------------------------------------------------
IMH Financial Corporation (formerly known as IMH Secured Loan
Fund, LLC) filed its quarterly report on Form 10-Q, reporting a
net loss of $42.2 million on $935,000 of revenue for the three
months ended June 30, 2010, compared with net earnings of
$3.1 million on $5.6 million of revenue for the same period of
2009.

The Company recorded a provision for credit losses of
$27.6 million during the three months ended June 30, 2010.  In
addition, the Company recorded impairment charges in the amount of
$11.0 million related to the Company's real estate owned assets.
No provision for credit losses or impairment charges were recorded
during the corresponding periods in 2009.

The Company's balance sheet at June 30, 2010, showed
$297.4 million in total assets, $23.9 million in total
liabilities, and stockholders' equity of $273.5 million.

As of June 30, 2010, the Company's accumulated deficit aggregated
$453.6 million as a direct result of provisions for credit losses
and impairment charges relating to the change in the fair value of
the collateral securing the Company's loan portfolio and the fair
value of real estate owned assets primarily acquired through
foreclosure in prior years.

At June 30, 2010, the Company had cash and cash equivalents of
$3.5 million and undisbursed loans-in-process and interest
reserves funding estimates totaling $15.9 million.  As a result of
the erosion of the U.S. and global credit markets, the Company
continues to experience loan defaults and foreclosures on the
mortgage loans it holds in its portfolio.  In addition, the
Company has found it necessary to modify certain loans, which
modifications have resulted in extended maturities of two years or
longer, and believes it may need to modify additional loans in an
effort to, among other things, protect the Company's collateral.

Given the current state of the real estate and credit markets, IMH
Financial believes the realization of full recovery of the
Company's cost basis in its assets is unlikely to occur in a
reasonable time frame and may not occur at all, and it may be
required to liquidate portions of the Company's assets for
liquidity purposes at a price significantly below the initial cost
basis or potentially below current carrying values.

"If the Company is not able to liquidate a sufficient portion of
its assets or access credit under the credit facility currently
under negotiation, there may be substantial doubt about its
ability to continue as a going concern."

The Company is also subject to a number of claims relating to the
recently consummated Conversion Transactions and its historical
operations.  Three proposed class action lawsuits have been filed
in the Delaware Court of Chancery against the Company and
affiliated named individuals and entities, containing similar
allegations.  An action was also filed on June 14, 2010, by
certain Fund members, alleging that fiduciary duties and the duty
of disclosure owed to Fund members and to the Fund were breached.
In addition, the Company received notice from the SEC on June 8,
2010, that it is conducting an investigation related to the
Company, as well as requests for documents.  The Company says it
intends to work cooperatively with the SEC in its investigation,
but it does not believe that it has violated any federal
securities laws.  A member has also filed a lawsuit against the
Company and individuals and entities associated with a broker
dealer who placed the member in the Fund, alleging breach of
fiduciary duty by the broker dealer and failure to disclose by the
Company.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6cac

                       About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.


INNKEEPERS USA: Court Amends Cash Collateral Order
--------------------------------------------------
Midland Loan Services, Inc., asked the U.S. Bankruptcy Court for
the Southern District of New York to reconsider its final order
authorizing Innkeepers USA Trust and its units to use their
lenders' cash collateral entered on September 2, 2010.

Lenard Parkins, Esq., at Haynes and Boone, LLP, in New York,
argues that the Cash Collateral Order includes two provisions that
should be reconsidered:

  (a) a "Carve Out" of $5.5 million that would be a reduction in
      the collateral of secured creditors like Midland; and

  (b) paragraph 6(c) of the Cash Collateral Order that indicates
      that the provisions of Section 507(b) of the U.S. Bankruptcy
      Code regarding claims arising for the failure of adequate
      protection does not apply in the bankruptcy cases.

Mr. Parkins argues that the two provisions are improper, and
should be excised from the Cash Collateral Order.  He contends
that the Carve Out, as it might be applied to Midland and its
collateral, should be excised because the Debtors have not
satisfied their burden to justify its amount, to justify its
usage, to show Midland's consent or to prove that there is any
adequate protection for the funds used to pay estate professional
fees without Midland's consent.

The Debtors objected to the request, noting that after
considerable briefing, testimony and argument, the Court
approved the Debtors' use of Cash Collateral pursuant to the
terms of the Final Cash Collateral Order.  The relevant facts
remain unchanged since that day, James H.M. Sprayregen, P.C.,
Esq., at Kirkland & Ellis LLP, in New York, told the Court.

Mr. Sprayregen notes that Midland Loan Services, Inc., still
argues that the Final Order should be amended to remove (i) the
concept of a Carve Out, and (ii) the provision that provides that
Avoidance Actions and the proceeds therefrom are not to be used
for the payment of claims under Section 507(b) of the Bankruptcy
Code.

The Creditors' Committee also filed an objection, arguing that a
motion for reconsideration hould not be granted where the moving
party seeks solely to re-litigate issues already considered by the
Court.  The Creditors' Committee asserts that a movant should
neither address facts, issues, or arguments not previously
presented to the court, like what Midland does.  The Creditors'
Committee adds that Midland fails to demonstrate that the Court's
decision on the two contested provisions constitutes a manifest
error of law.

Lehman ALI Inc. aired an objection to Midland's request to the
extent that, if granted, Midland would be given special treatment.
Should the Court grant any relief to Midland, the relief should
not prejudice Lehman or any of the Debtors' other secured
creditors, Michael J. Sage, Esq., at Dechert LLP, in New York,
asserted.

The Ad Hoc Committee of Preferred Shareholders argued that cash
collateral can be used in these cases for all administrative
expenses because Midland and Lehman ALI, Inc., have already
requested confirmation of Chapter 11 plans.

The Court, after being advised that the parties had agreed upon a
resolution regarding the issues raised in the Motion to
Reconsider, entered an order amending certain portions of the
Final Cash Collateral Order.

Judge Shelley Chapman ruled that the limit for the payment of
professional fees under the Carve Out will be changed from
$5,500,000 to $3,400,000.

The Amended Order also provides that the final sentence on the
provisions regarding adequate protection of 507(b) Claims is
modified to delete the sentence and replace it with:

  "Notwithstanding anything to the contrary in this Order,
  507(b) Claims or other superpriority administrative claims (if
  any) of the Adequate Protection Parties shall be paid from
  assets of the estates in the following order of sources of
  payment:

  First, assets other than proceeds from avoidance actions;

  Thereafter, proceeds of avoidance actions, except that no
  507(b) Claim or other superpriority administrative claims of
  the Adequate Protection Parties would be asserted against, or
  paid from, the first $5 million of net proceeds from Avoidance
  Actions."

Judge Chapman further ruled that the first sentence in the
Section 507(b) Reservation section is deleted and replaced with
this sentence:

"Except as provided in [Paragraph] 6(c) herein, nothing herein
shall impair or modify the application of section 507(b) of the
Bankruptcy Code in the event that the adequate protection
provided to the Representatives hereunder is insufficient to
compensate for any diminution in value of their respective
Prepetition Collateral during the Chapter 11 Cases or any
Successor Cases."

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNKEEPERS USA: Files First Status Report on Bankruptcy Cases
-------------------------------------------------------------
Innkeepers USA Trust and its Debtor affiliates submitted to the
U.S. Bankruptcy Court for the Southern District of New York a
status report to provide background of their activities since the
filing of the Chapter 11 cases, and, in particular, since the
hearings on August 31, 2010, and September 1, 2010.

The Status Report, filed on September 29, 2010, provides, among
other things, an update relating to (i) the Debtors' ongoing
restructuring, and (ii) operations, cash collateral, and the
debtor-in-possession financing facilities.

The Debtors reveal that since the plan support agreement
terminated on September 2, 2010, they have engaged all major
stakeholders to solicit input regarding restructuring
alternatives with the goal of proposing and filing a consensual
plan.  The Debtors also have established a communications
protocol to promote their restructuring process, and designated
Moelis & Company as the primary point of contact for plan-related
financial and business issues, while Kirkland & Ellis LLP will
coordinate plan-related legal issues.

Moelis is the Debtors' financial advisor and investment banker,
while K&E is the Debtors' outside counsel.

The Debtors have asked Moelis to develop new plan concepts,
facilitate due diligence by interested parties, and advise the
Debtors' board of trustees, the independent trustees of the
Board, and management on views of valuation and debt capacity.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP, in
New York, informs the Court that the Debtors are facilitating the
diligence process with their major stakeholders, evaluating the
proposal Five Mile Capital Partners negotiated with Midland Loan
Services, Inc., and investigating alternate plan scenarios.

The Status Report discloses that the Debtors are operating in
accordance with their rolling 13-week consolidated cash flow
forecasts and have exceeded their initial revenue projections and
disbursed less in operating and overhead expenses than projected.

During the Debtors' review of postpetition cash balances, they
have identified cash received postpetition that relates to hotel
credit card receipts generated prepetition between July 16, 2010,
and July 19, 2010, totaling approximately $3.9 million.  With
respect to the fixed rate mortgage, the amounts were transferred
to the Debtors from the lockbox maintained by Midland after the
interim cash collateral order was entered.

The Debtors believe that the $3.9 million represents cash
collateral, and the Debtors intend to distribute to each Adequate
Protection Party the portion of the amount attributable to its
collateral as:

  (a) fixed rate loan: $2,325,124;
  (b) floating rate loan: $1,044,875;
  (c) Anaheim loan: $154,611;
  (d) Capmark Mission Valley loan: $113,046;
  (e) Capmark Garden Grove loan: $86,955;
  (f) Merrill Washington, DC loan: $84,533;
  (g) Merrill Tyson's Corner loan: $51,184; and
  (h) Merrill San Antonio loan: $58,561.

A copy of the Status Report can be obtained without additional
charge at http://bankrupt.com/misc/IKU_StatusReport_09292010.pdf

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


INNKEEPERS USA: Wants April 13 Extension for Removal Period
-----------------------------------------------------------
Innkeepers USA Trust and its Debtor affiliates ask the U.S.
Bankruptcy Court to extend the time within which they may file
notices of removal with respect to any actions that are subject to
removal under Section 1452 of the Judiciary and Judicial
Procedures Code.

Specifically, the Debtors propose to extend their removal
deadline to the later of:

  (a) April 13, 2011;

  (b) the day that is 30 days after the entry of an order
      terminating the automatic stay provided by Section 362 of
      the Bankruptcy Code with respect to the particular action
      sought to be removed; or

  (c) with respect to postpetition actions, the time periods set
      forth in Rule 9027(a)(3) of the Federal Rules of
      Bankruptcy Procedure.

The current deadline for the Debtors to remove actions expires on
October 17, 2010.

The Debtors are party to more than 100 actions pending in various
state and federal courts and are represented by many different
law firms in these actions.  Moreover, additional actions may be
filed against the Debtors during the pendency of the Chapter 11
Cases, James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis
LLP, in New York, contends.

While Section 362(a) of the Bankruptcy Code automatically stays
many, if not all, of the Actions pending against the Debtors, the
Debtors are not yet prepared to decide which, if any, Actions
they will seek to remove, Mr. Sprayregen asserts.

Since the Petition Date, the Debtors have worked diligently on a
number of critical matters, including obtaining final approval of
two debtor-in-possession financing facilities, Mr. Sprayregen
relates.  As a result of the Debtors' attention to these exigent
matters, the Debtors are not yet in a position to undertake a
thorough analysis of the Actions or finalize a strategy with
respect to which Actions, if any, they should seek to remove, he
contends.

The proposed extension of time will provide the Debtors with
additional time to make decisions, and hence, cause exists for
the relief requested, Mr. Sprayregen asserts.  The Debtors submit
that the rights of any party to the Actions will not be
prejudiced by the sought extension because any party to the
litigation can seek to have the action remanded.

The Debtors also sought and obtained an order shortening the
notice period of the request.  Accordingly, the Court will
convene a hearing on October 14, 2010, to consider the request.
Objections are due on October 13.

                   About Innkeepers USA Trust

Innkeepers USA Trust is a self-administered Maryland real estate
investment trust with a primary business focus on acquiring
premium-branded upscale extended-stay, mid-priced limited service,
and select-service hotels.

Innkeepers, through its indirect subsidiaries, owns and operates
an expansive portfolio of 72 upscale and mid-priced extended-stay
and select-service hotels, consisting of approximately 10,000
rooms, located in 20 states across the United States.

Apollo Investment Corporation acquired Innkeepers in June 2007.

Innkeepers USA Trust and a number of affiliates filed for Chapter
11 on July 19, 2010 (Bankr. S.D.N.Y. Lead Case No. 10-13800).

Attorneys at Kirkland & Ellis LLP, serve as counsel to the
Debtors.  AlixPartners is the restructuring advisor and Marc A.
Beilinson is the chief restructuring officer.  Moelis & Company is
the financial advisor.  Omni Management Group, LLC, is the claims
and notice agent.  The petition estimated assets and debts of more
than $1 billion as of the bankruptcy filing.

In 2009, Innkeepers' consolidated revenues were approximately
$292 million and adjusted EBITDA were approximately $85 million.
The Company's consolidated assets for 2009 totaled approximately
$1.5 billion.  As of July 19, 2010, the Company and its affiliates
have incurred approximately $1.29 billion of secured debt.


JACOBS FINANCIAL: Delays Filing of Form 10-Q for Aug. 31 Quarter
----------------------------------------------------------------
Jacobs Finacial Group, Inc., in a regulatory filing Friday, says
the filing of its quarterly report on Form 10-Q for the three
months ended August 31, 2010, will be delayed.

The Company intends to file the subject quarterly report
on or before the fifth calendar day following the prescribed due
date.

The Company does not anticipate any significant change in results
of operations from the corresponding period for the last fiscal
year.

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

The Company's balance sheet at May 31, 2010, showed $7.8 million
in total assets, $11.5 million in total liabilities, $3.0 million
in mandatorily redeemable preferred stock, and a stockholders'
deficit of $6.7 million.

                          *     *     *

As reported in the Troubled Company Reporter on September 17,
2010, Malin, Bergquist & Company, LLP, in Pittsburgh, Pa.,
expressed substantial doubt about Jacobs Financial's ability to
continue as a going concern, following the Company's results for
the fiscal year ended May 31, 2010.  The independent auditors
noted of the Company's significant net working capital deficit and
operating losses.


LAWRENCE DUPUY WIEDEMANN: Court Grants Turner $51,000 in Fees
-------------------------------------------------------------
The Hon. Elizabeth W. Magner awards Emile Turner, Jr., $48,287 in
fees and $3,027 in costs in the bankruptcy case of Lawrence Dupuy
Wiedemann.  The remainder of the fees is disallowed.

The Court approved the employment of the Law Office of Emile L.
Turner, Jr., L.L.C., as Debtor's counsel on March 16, 2009.  On
April 20, 2010, Mr. Turner filed his Second Application for
Compensation and Reimbursement of Out of Pocket Expenses, seeking
$69,691 in fees and $3,027 in expenses for the period between June
8, 2009 and April 19, 2010.  No objections were filed to the
Second Fee Application.

The Court held a hearing on the Second Fee Application on May 11,
2010. On May 19, 2010, this Court entered an Order stating that
the Second Fee Application would be taken under advisement.

Debtor filed a Motion to Convert the Case from Chapter 11 to
Chapter 7 on the same day Mr. Turner filed the Second Fee
Application.  The Court granted the Debtor's Motion to Convert and
appointed David V. Adler as Trustee on April 28, 2010.  Mr. Turner
filed a Motion to Withdraw as Debtor's Counsel on May 28, 2010.

A copy of the Court's decision dated Oct. 15, 2010, is available
at http://is.gd/g85k4from Leagle.com.

Based in River Ridge, Louisiana, Lawrence Dupuy Wiedemann is a
79-year old practicing attorney.  He filed a Chapter 11 Petition
(Bankr. E.D. La. Case No. 09-10163) on January 21, 2009.  He
estimated assets and debts between $1,000,001 and $10,000,000 in
his petition.


LEONARDUS HEIJLIGERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Leonardus Gerardus Heijligers
                 aka Leon Heijligers
                 dba Center Point Dairy Limtied, L.P.
               Ingeborg Lamberta Heijligers-DeSchepper
                 aka Heijligers Inge
                 dba Center Point Dairy Limited, L.P.
               6414 FM 2653 S
               Cumby, TX 75433

Bankruptcy Case No.: 10-43555

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Robert T. DeMarco, Esq.
                  DEMARCO-MITCHELL, PLLC
                  1255 West 15th St., 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Joint Debtors did not file a list of its largest unsecured
creditors together with its petition.


LESLIE CONTROLS: Insurers Denied Access to Asbestos Documents
-------------------------------------------------------------
WestLaw reports that the mere fact that a corporate Chapter 11
debtor, an ad hoc committee of asbestos claimants, and the future
claims representative were involved in ongoing negotiations
regarding the treatment of asbestos claims in the debtor's plan
and may have had adverse interests as to how the pie was divided
did not mean that they did not have a common legal interest in
maximizing the size of the pie by arguing that the debtor's
insurance policies provided coverage for asbestos claims.  Thus,
common interest doctrine applied to prevent the sharing of
privileged communications among these parties in furtherance of
their claims against the debtor's liability insurers from
resulting in a waiver of attorney-client privilege.  In re Leslie
Controls, Inc., --- B.R. ----, 2010 WL 3767805 (Bankr. D. Del.)
(Sontchi, J.).

A copy of the Honorable Christopher S. Sontchi's letter opinion
dated Sept. 21, 2010, denying Century Indemnity Company and
Fireman's Fund Insurance Company access to communications between
the Debtor and its counsel that were shared pre-petition with an
ad hoc committee of asbestos plaintiffs and the Debtor's proposed
future claimants' representative based on the "common interest
doctrine" is available at http://is.gd/g7ZYafrom Leagle.com.

                   About Leslie Controls

Based in Tampa, Florida, Leslie Controls manufacturers process
control valves, severe service control valves, on-off valves,
regulators, steam water heaters, actuators and controls.
Leslie is a unit of CIRCOR International, Inc.

Leslie Controls sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 10-12199) on July 12, 2010.  Marion M. Quirk,
Esq., and Norman L. Pernick, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, assist the Company in its restructuring
effort.  Natalie Ramsey, Esq., at Montgomery, McCracken,
Walker & Rhodes, LLP, represents the Asbestos Claimants
Committee, and Edwin J. Heron, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Future Claimants'
Representative.  William R. Hanlon, Esq., at Goodwin Procter
LLP advises CIRCOR International, Inc.  The Company estimated
its assets at $10 million to $50 million and its debts at
$50 million to $100 million at that the time of the filing.


MAR-ROX INC: 5th Cir. Affirms Plan Rejection, Case Conversion
-------------------------------------------------------------
Mark and Roxanne Cantu filed a Chapter 11 reorganization plan
jointly with their wholly owned corporation, Mar-Rox, Inc.  Mark
Cantu's law office had been in disarray for quite some time, and
has continued to lose money during the bankruptcy.  Under the
Plan, all personal injury cases from Mr. Cantu's law firm, as well
as the Cantus' non-exempt property, would be included in a
liquidating trust.  The Plan specified, however, that 75% of all
post-confirmation cases -- and 100% of a specific post-
confirmation case -- be pledged to one secured creditor,
International Bank of Commerce.  Fees from the prepetition cases
would fund the $4 million necessary to satisfy the unsecured
claims.

The unsecured creditors refused to vote to confirm the plan.
Instead, they filed a motion asking that the Cantus' Chapter 11
bankruptcy be converted to a Chapter 7 liquidation.  Accordingly,
the bankruptcy court refused to confirm the Plan, citing
violations of both the "disposable income" requirement and the
"absolute priority" rule, then converted the bankruptcy from a
Chapter 11 reorganization to a Chapter 7 liquidation.  The Cantus
appealed to the district court, which affirmed both the denial of
the plan and the conversion of the bankruptcy to Chapter 7.  The
Cantus further appealed to the United States Court of Appeals for
the Fifth Circuit.

The three-man panel of W. Eugene Davis, Jacques L. Wiener, Jr.,
and James L. Dennis affirmed the lower court rulings.  "We agree
that the Plan was not confirmable and that the case was correctly
converted to a Chapter 7 liquidation," the Fifth Circuit held.

A copy of the Fifth Circuit's opinion is available at
http://is.gd/g882Nfrom Leagle.com

Mar-Rox, Inc., based in McAllen, Texas, owns and operates a motel.
It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex.
Case No. 08-70261) on May 6, 2008.  Judge Richard S. Schmidt
presided over the case.  Oscar Luis Cantu, Jr., Esq., served as
bankruptcy counsel.  Mar-Rox estimated $10 million to $50 million
in both assets and debts in its petition.


MARY SIMMONS: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mary L. Simmons
          dba Simmons Homes, LLC
              Keep It Movin Edutainment, Inc.
              Simmons Homes.Net, Inc.
          aka Mary L. Jordan
              Mary Simmons
              Mary Louise Simmons
              Mary Jordon Simmons
              Mary Louise Jordan Simmons
        741 W. Sacramento
        Altadena, CA 91001
        Tel: (626) 798-0448

Bankruptcy Case No.: 10-54475

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Kelly F. Ryan, Esq.
                  80 S. Lake Avenue, Suite 500
                  Pasadena, CA 91101
                  Tel: (626) 568-8808
                  Fax: (626) 568-8809
                  E-mail: kryan@ryanattorneys.com

Scheduled Assets: $2,443,036

Scheduled Debts: $2,469,011

A list of the Debtor's 15 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-54475.pdf


MEDICAL EDUCATIONAL: Plan Outline Hearing Set for December 1
------------------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico will convene a hearing on December 1,
2010, at 9:00 a.m. to consider adequacy of the Disclosure
Statement explaining Medical Educational and Health Services
Inc.'s proposed Plan of Reorganization.  Objections, if any, are
due 15 days prior to the hearing date.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for the
Debtor to be able to comply with the payment plan if it is found
to be successful in its adversary proceeding against the
Municipality of Mayaguez and others.  All dividends will be used
to fund the plan.  If no damages are granted, but MEDHS; rights as
lease holder are recognized, the rent proceeds from SISSO and at a
later date, from MARC, will fund the plan.  Alternative sources of
funds would be the economic exploitation of the parking and the
sale or assignment to third party developers of the right to
develop the office building and mall.

                 Treatment of Claims and Interests

Class 1 - General Unsecured Undisputed Creditors to receive 100%
        payment, in equal monthly installments during a five year
        period.

Class 2 - General Unsecured Disputed Creditors, to the extent that
        they are found to be actual creditors of the estate, they
        will receive 100% payment, in equal monthly installments
        during a five year period.  Otherwise they will receive no
        payment.  There are no secured creditors, in the
        Chapter 11 case.

Class 3 - Equity Security and other interest holders: upon
        compliance with the plan, all remaining equity, including
        real and personal property, including future proceeds of
        litigation not needed to implement the plan, will benefit
        Equity Security and other interest holders in a manner
        proportional to their interest in the company.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MedicalEducational_DS.pdf

The Debtor is represented by:

     Rafael Gonzalez Velez, Esq.
     1806 Calle McLeary Suite 1-B
     San Juan, PR 00911-1321
     Tel: (787) 726-8866
     Fax: (787) 726-8877
     E-mail: rgvlo@prtc.net

        About Medical Educational and Health Services Inc.

Headquartered in Mayaguez, Puerto-Rico, Medical Educational and
Health Services Inc. was created, specifically, to promote and
advance the establishment and operation of medical educational
facilities and institutions along the western areas of Puerto
Rico.  The Company filed for Chapter 11 bankruptcy protection on
June 3, 2010 (Bankr. D. P.R. Case No. 10-04905).  The Company
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.


MESA AIR: Extends Code Share Agreement With US Airways
------------------------------------------------------
Mesa Air Group, Inc. has reached an agreement in principle with US
Airways, Inc. to extend its code share agreement covering 38 CRJ-
900 aircraft for an additional term of 39 months to September
2015. Under the term sheet, Mesa Airlines, Inc., a wholly owned
subsidiary of Mesa Air Group, will continue to provide regional
jet service under the US Airways Express banner.  The agreement is
subject to approval by Mesa's and US Airways Boards of Directors
and the Bankruptcy Court overseeing Mesa's restructuring.

Under the agreement Mesa will continue to provide US Airways
Express service out of US Airways' hubs in Phoenix, AZ and
Charlotte, NC utilizing aircraft in Mesa's current fleet.

                    About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


METAMORPHIX INC: Organizational Meeting to Form Panel Oct. 22
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on October 22, 2010, at 9:30 a.m.
in the bankruptcy case of Metamorphix, Inc.  The meeting will be
held at J. Caleb Boggs Federal Building, 844 King Street, Room
5209, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Beltsville, Maryland-based Metamorphix, Inc. --
http://www.metamorphixinc.com-- a life sciences company, along
with its subsidiary MMI Genomics, Inc., develops tools,
technologies, and products for livestock and companion animal
health and productivity.  The Company offers systems for DNA-based
parent verification and diagnostic testing in livestock and
companion animals.

Metamorphix had been forced into Chapter 7 bankruptcy by 14
creditors who are owed $1.69 million.  The original case was filed
on January 28, 2010, in the U.S. Bankruptcy Court for the District
of Delaware.  Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston LLP, who represents MetaMorphix, said that the Court
agreed to convert the case from an involuntary Chapter 7 to a
voluntary Chapter 11 case (Bankr. D. Del. Case No. 10-10273).


MIRA VISTA: Plan Outline Hearing Scheduled for November 29
----------------------------------------------------------
The Hon. Brenda T Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas will convene a hearing on November 29,
2010, at 10:30 a.m., to consider adequacy of the Disclosure
Statement explaining Mira Vista Villas, L.L.C., and Mira Vista Oak
Gate, L.L.C.'s proposed Plan of Reorganization.  Objections, if
any, are due November 22.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for a
reorganization of all liabilities owed by the Debtors.  The
Debtors will operate their businesses after the Effective Date,
and will dedicate sufficient revenues to fund all obligations.
The Debtors' operations will enable them to generate sufficient
revenues to fund the Plan.

                 Treatment of Claims and Interests

Class 1 - Secured Claim of Lender - The existing loan documents
        between the Debtors and lender will be assumed fully by
        the Reorganized Debtors and the Lender with the these
        modifications: (1) the maturity date on the note securing
        the Class 1 Claim will be extended to a date that is five
        years after the Effective Date; (2) interest will accrue
        upon the principal amount of the note at the non-default
        rate of interest so long as the Reorganized Debtors remain
        current on their obligations under the loan documents
        after the Effective Date; (3) the note principal will be
        the amount determined under Section 506(a); and (4) any
        floor or minimum on the interest rate will be deleted in
        its entirety.

Class 3 - Creditors holding Allowed General Unsecured Claims will
        be paid out of net cash flow, with payments being made on
        a quarterly basis on October 1, January 1, April 1 and
        July 1 of each year for a period of three years following
        the Effective Date.  The payments will be distributed on a
        pro rata basis from net cash flow.  The Villas Debtor
        estimates that the Class 3 Claims will be paid an
        estimated 80% of their claims.

Class 4 - Equity Interest Holders will retain their interests in
        the Villas Debtor.  To the extent any funds are needed to
        satisfy any payments on Administrative Claim, payment to
        Class 2 Administrative Convenience Claim that elects
        Option 1, or any other payments due on or within 30 days
        of the Effective Date), Class 4 Equity Interest Holders
        will be required to remit their proportional share of the
        Confirmation Funds to retain their Class 4 Equity
        Interests.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MIRAVISTA_DS.pdf

The Debtors can be reached at:

     Vickie L. Driver, Esq.
     Coffin & Driver, PLLC
     7557 Rambler Rd., Suite 110
     Dallas, TX 75231
     Fax: (214) 377-4858
     E-mail: vdriver@coffindriverlaw.com

                 About Mira Vista Oak Gate, L.L.C.

Plano, Texas-based Mira Vista Oak Gate, L.L.C., and Mira Vista
Villas, L.L.C., are each tenant-in-common owners of a 304 unit
apartment community located at 350 Continental Drive, Lewisville,
Texas 75067, commonly referred to as the Mira Vista Ranch.

Mira Vista Oak filed for Chapter 11 bankruptcy protection on
July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42224). The Company
estimated its assets and debts at $10 million to $50 million.

Affiliate Mira Vista Villas filed for Chapter 11 bankruptcy
protection on July 5, 2010 (Bankr. E.D. Tex. Case No. 10-42223).
Vickie L. Driver, Esq., at Coffin & Driver, PLLC, is the Debtor's
bankruptcy counsel.  The Company estimated its assets and debts at
$10 million to $50 million.


MOUNT VERNON: Plan Promises Up to 4.2% Recovery for Unsecureds
--------------------------------------------------------------
Mount Vernon Monetary Management Corp., et al., and the Official
Committee of Unsecured Creditors submitted to the U.S. Bankruptcy
Court for the Southern District of New York a proposed Plan of
Liquidation and an explanatory Disclosure Statement.

The Debtors and the Committee will begin soliciting votes on the
Plan following approval of the adequacy of the information in the
Disclosure Statement.

According to the Disclosure Statement, the Plan provides for the
resolution of the outstanding claims against and interests in the
Debtors.  The Plan provides for the creation of the MVMMC trust,
into which all of the Debtors' assets as of the effective date
will transferred.

Under the Plan, holders of allowed general unsecured claims will
receive their pro rata share of MVMMC Trust assets after payment
of the administrative expense claims, allowed Customer Claims and
Convenience Claims net of payments made pursuant to the
restitution order.   The Plan cancels all equity interests in the
Debtors and the holders of equity interests will receive no
distribution under the Plan.

Pursuant to the Plan, the estimated percentage recovery for:

   -- secured claims is 66%;

   -- general unsecured claims is 3% to 4.2%; and

   -- convenience claims is 50% of the allowed claim up to an
      amount of $1,000.

The Debtors scheduled a December 21 confirmation hearing.
Objections, if any, are due December 14, 2010, at 4:00 p.m.
(prevailing Eastern Time).

Ballots accepting or rejecting the Plan are due 4:00 p.m. on
December 13.  Ballot must be delivered to:

     Mount Vernon Monetary Management Corp.
     c/o The Garden City Group, Inc.
     P.O. Box 9615
     Dublin, OH 43017-4915

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/MountVernon_DS.pdf

The Debtors are represented by:

     Allen G. Kadish, Esq.
     Burke A. Dunphy, Esq.
     GREENBERG TRAURIG, LLP
     200 Park Avenue
     New York, NY 10166

The Committee is represented by:

     S. Jason Teele, Esq.
     Sharon L. Levine, Esq.
     Cassandra M. Porter, Esq.
     LOWENSTEIN SANDLER, PC
     65 Livingston Avenue
     Roseland, NJ 07068

                         About Mount Vernon

Mount Vernon, New York-based Mount Vernon Monetary Management
Corp. and its affiliates consist of 33 commonly owned entities
engaged in the ownership and management of automated teller
machines, check cashing, and armored car services, real estate
entities and related businesses, many of which are operationally
related.

Mount Vernon Monetary Management and its affiliates filed for
Chapter 11 bankruptcy protection on May 27, 2010 (Bankr. S.D.N.Y.
Lead Case No. 10-23053).  Mount Vernon filed for Chapter 11
bankruptcy after their president Robert Egan and chief operating
officer Bernard McGarry were arrested and charged with bank fraud.
Allen D. Applbaum, a senior managing director with FTI Consulting,
Inc., has been appointed by the court as Receiver and Sole
Corporate Manager of the Debtors.  Allen G. Kadish, Esq., at
Greenberg Traurig, LLP, assists the Company in its restructuring
effort.  In an affidavit filed with the Bankruptcy Court on the
Petition Date, Allen D. Applbaum said as of April 30, 2010, the
Debtors had an aggregate total of $179.1 million in assets and
$186 million in liabilities.


MOVIDA COMMUNICATIONS: Insider Claims v. Brightstar Dismissed
-------------------------------------------------------------
Clear Thinking Group LLC, as Trustee for the estate of KCMVNO,
Inc., formerly Movida Communications, Inc., sued Brightstar US,
Inc., on three counts.  Count I seeks avoidance and recovery of
allegedly preferential transfers made within 90 days of the
Petition Date pursuant to Bankruptcy Code sections 547(b) and
550(a).  Count II seeks avoidance and recovery of allegedly
preferential transfers made within one year of the Petition Date
pursuant to Bankruptcy Code sections 547(b) and 550(a).  Count III
seeks disallowance of claims by Brightstar against the Debtor
pursuant to Bankruptcy Code section 502(d).  Brightstar seeks
dismissal of Count II for failure to state a claim upon which
relief may be granted.

The Trustee argues that Brightstar is an insider because the close
relationship between Movida and Brightstar and its parent
Brightstar Corp. allowed BSC/Brightstar to control Movida.  The
Trustee also points to Movida's possession of unsold Brightstar
inventory worth roughly $5 million on the Petition Date.  The
Trustee asserts that, pursuant to Schubert v. Lucent Techs. Inc.
(In re Winstar Comm'ns Inc.), it need not plead facts related to
veil-piercing, but simply facts showing something other than an
arm's length relationship between the parties. The Trustee further
argues that it is entitled to discovery prior to dismissal of the
Complaint because, to-date, the Trustee has lacked access to
Movida's personnel.

Brightstar argues that Count II should be dismissed because the
Complaint fails to sufficiently allege that Brightstar is a
statutory or non-statutory insider of Movida.  Brightstar then
argues that the facts alleged in the Complaint fail to support an
inference that Brightstar was a non-statutory insider of Movida
for lack of arm's length dealings, as required by Winstar.

The Hon. Brendan Linehan Shannon rule that, to survive a motion to
dismiss, a complaint must contain allegations that are more than
simply consistent with liability.  By stating bare conclusions and
facts supportive of nothing more than a normal supplier/purchaser
relationship, the Trustee has failed to allege sufficient facts
from which the Court could infer that Brightstar is an insider.

The case is Clear Thinking Group LLC, as Trustee, v. Brightstar
US, Inc., Adv. Pro. No. 10-50730 (Bankr. D. Del.).  A copy of
Judge Shannon's Opinion, dated Oct. 15, 2010, is available
at http://is.gd/g86I5from Leagle.com.

Clear Thinking Group was represented in the case by:

          David W. Carickhoff, Esq.
          BLANK ROME LLP
          1201 N. Market Street, Suite 800
          Wilmington, DE 19801

               - and -

          Edward J. LoBello, Esq.
          Alan E. Marder, Esq.
          Jil Mazer-Marino, Esq.
          MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
          1350 Broadway, Suite 501
          P.O. Box 822
          New York, NY 10018

Brightstar is represented by:

          Mark Minuti, Esq.
          Lucian Murley, Esq.
          SAUL EWING LLP
          222 Delaware Ave., Suite 1200
          P.O. Box 1266
          Wilmington, DE 19899

               - and -

          John H. Culver, III, Esq.
          John R. Gardner, Esq.
          K&L GATES LLP
          4350 Lassiter at North Hills Ave., Suite 300
          Raleigh, NC 27619

                    About Movida Communications

Headquartered in Kansas City, Missouri, Movida Communications Inc.
-- http://www.movidacellular.com/-- now known formally as KCMVNO
Inc., is a wireless service provider that offers pay-as-you-go
wireless voice and data communications services using a national
providers digital network.  The company filed for Chapter 11
protection on March 31, 2008 (Bankr. D. Del. Case No. 08-10600).
Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, represented the Debtor.  The U.S. Trustee
for Region 3 appointed creditors to serve on an Official Committee
of Unsecured Creditors.  David W. Carickhoff, Jr., Esq., at Blank
Rome LLP represented the Committee.  When the Debtor filed for
protection from its creditors, it estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.

On March 3, 2009, the Court confirmed the Debtor's Amended Chapter
11 Plan of Liquidation, dated January 4, 2009.  Pursuant to the
Plan, Clear Thinking Group LLC was appointed and authorized to
prosecute certain causes of action.


NEFERTARY, INC.: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nefertary, Inc.
          dba El Toro Animal Hospital
        23162 El Toro Frontage Road
        Lake Forest, CA 92630

Bankruptcy Case No.: 10-24738

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Bert Briones, Esq.
                  DEBT RELIEF LAW GROUP LLP
                  1422 Edinger Avenue, Suite 230
                  Tustin, CA 92780
                  Tel: (714) 604-4678
                  Fax: (714) 464-4627
                  E-mail: ecfmailonly@gmail.com

Scheduled Assets: $1,142,765

Scheduled Debts: $1,405,295

A list of the Company's 17 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-24738.pdf

The petition was signed by Fred Saad, D.V.M., president.


NEXT 1: Filing of Form 10-Q for August 31 will be Delayed
---------------------------------------------------------
Next 1 Interactive, Inc., disclosed in a regulatory filing Friday
that the filing of its quarterly report on Form 10-Q for the three
months ended August 31, 2010, will be delayed.  The Company does
not anticipate any significant change in results of operations
from the corresponding period for the last fiscal year.

The subject quarterly report will be filed on or before the
fifteenth calendar day following the prescribed due date.

                           About Next 1

Weston, Fla.-based Next 1 Interactive, Inc. (OTC BB: NXOI - News)
-- http://www.nxoi.com/-- is a media based company, specializing
in travel and real estate.

The Company's balance sheet at May 31, 2010, showed $14.6 million
in total assets, $9.9 million in total liabilities, and
stockholders' equity of $4.7 million.

                          *     *     *

As reported in the Troubled Company Report on June 11, 2010,
Kramer, Weisman and Associates, LLP, in Davie, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the Company's results for the year ended
February 28, 2010.  The independent auditors noted that the
Company had an accumulated deficit of $30.0 million and working
capital deficit of $2.1 million at February 28, 2010, net losses
of $11.9 million for the year ended February 28, 2010, and cash
used in operations of $5.6 million during the year ended
February 28, 2010.


NORTH AMERICA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: North America Real Estate Master Fund, LLC
        1321 North Vista Street, #306
        Los Angeles, CA 90046

Bankruptcy Case No.: 10-54405

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Diane B. Carey, Esq.
                  LAW OFFICES OF DIANE B. CAREY
                  3010 Wilshire Boulevard, Suite 428
                  Los Angeles, CA 90010
                  Tel: (323) 586-0119
                  Fax: (877) 262-0281
                  E-mail: dbcarey@netzero.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Parou Banyan, managing partner.


NORTH AMERICAN PETROLEUM: Securities Trading Restrictions Imposed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order establishing notification procedures for anyone acquiring
more than 1,350,000 shares of common stock in Petroflow Energy
Ltd.  Detailed information about the notice requirements and
trading restrictions is available at http://dm.epiq11.com/NAPCUS

           About North American Petroleum Corp. USA

Denver, Colorado-based North American Petroleum Corp. USA is a
natural gas driller.  North American Petroleum and Prize Petroleum
are subsidiaries of Petroflow Energy Corporation.

North American Petroleum sought Chapter 11 protection on May 25,
2010 (Bankr. D. Del. Case No. 10-11707).  David R. Seligman, Esq.,
and Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP in Chicago
serve as lead bankruptcy counsel.  Domenic E. Pacitti, Esq., and
Margaret M. Manning, Esq., at Klehr Harrison Harvey Branzburg LLP
in Wilmington, Del., serve as the Debtor's local counsel.  Kinetic
Advisors LLC is the Company's  restructuring advisor.  Epiq
Bankruptcy Solutions, LLC, is the Debtor's notice, claims and
balloting agent.  The Debtor disclosed $140,678,983 in assets and
$125,595,183 in liabilities as of the Petition Date.

The Debtor's affiliate, Prize Petroleum LLC, filed a separate
Chapter 11 petition on May 25, 2010 (Case No. 10-11708).  Prize
Petroleum scheduled $121,945,092 in liabilities.


OAKRIDGE GOLF: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Oakridge Golf Club, L.P.
        11512 El Camino Real, Suite 120
        San Diego, CA 92130

Bankruptcy Case No.: 10-37258

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Jeff Silverstein, general partner.

Debtor-affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Shores Properties, L.P.                10-34904   07/12/2010


OMNOVA SOLUTIONS: Moody's Assigns 'Ba2' Rating on $200 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned OMNOVA Solutions Inc.'s
proposed $200 million senior secured term loan a Ba2 rating and
$250 million senior unsecured notes a B2 rating.  OMNOVA's
existing ratings were affirmed (B1 Corporate Family Rating and B1
Term Loan B rating).  The new debt is being issued to fund the
pending acquisition of Eliokem International SAS.  The rating
outlook is stable.  This summarizes the ratings:

OMNOVA Solutions Inc.

Ratings Assigned:

* $200mm Gtd Sr. Sec Term Loan -- Ba2 (LGD2, 27%)
* $250mm Gtd Sr. Unsecured Notes -- B2 (LGD5, 75%)

Ratings Affirmed:

  -- Corporate Family Rating -- B1
  -- Probability of Default Rating -- B1
  -- $150mm Gtd Sr Sec Term Loan B due 2014 -- B1 (LGD3, 42%)
  -- Outlook: Stable

                        Ratings Rationale

The rating on the existing term loan B due 2014 will be withdrawn
once the debt is refinanced with the proceeds of the new debt.

OMNOVA announced on September 22, 2010, it had entered into an
agreement with AXA Private Equity granting it a period of
exclusivity to acquire Eliokem, a manufacturer of specialty
polymers and chemicals for a purchase price of approximately
$300 million, which includes around $154 million of Eliokem debt.
OMNOVA will fund the acquisition with the proposed term loan and
senior notes proceeds that will also refinance Eliokem's and
OMNOVA's existing debt.  OMNOVA is also replacing its existing
$90 million revolving credit facility with a new five year
$100 million ABL facility.

Moody's view the announced acquisition of Eliokem as a positive.
The acquisition is a good strategic fit, and will provide
diversification into new niche product end markets for emulsion
polymers (75% of Eliokem's business are new markets for OMNOVA),
leading market positions, expansion into higher growth geographies
(particularly in emerging markets), an expanded customer base, and
international manufacturing operations that can offset the need
for future capital investments.  Eliokem's emulsion polymer
chemistries are similar to those of OMNOVA's Performance Chemicals
segment, but adds new product areas (e.g., antioxidants, specialty
resins, elastomeric modifiers).  Eliokem's higher margins, the
greater scale of the combined operations and the potential for
synergies should improve OMNOVA's profit margins.  While OMNOVA
has not actively made acquisitions in the recent past and does not
have operations in certain geographies where Eliokem operates,
Moody's would expect that OMNOVA's familiarity with the Eliokem
business should help minimize the acquisition integration risks.

OMNOVA's B1 CFR is supported by the improvement in operating
performance and liquidity over the past twelve to eighteen months.
The Performance Chemicals segment has experienced higher sales
volumes and profitability, and is expected to benefit further from
stronger pricing for paper producers (paper related sales account
for approximately 46% of the Performance Chemicals segment sales).
While the Decorative Products business has rebounded from trough
levels, its profit margins remain challenged, as real estate
markets are not supporting higher demand.  Therefore the company
is solely reliant on the Performance Chemicals business for its
cash flows.  Lower commodity prices, rebounding volumes (that are
still below peak levels) and permanent overhead cost reductions
have led to increased profit margins and cash flows at OMNOVA.
The company has also increased market shares as competitors have
exited the SB latex and other businesses.

The ratings are further supported by OMNOVA's improved financial
performance and liquidity that gives it the ability to absorb the
acquisition debt without impacting the B1 CFR.  The all debt
financing of the acquisition is expected to leave OMNOVA with
reasonable leverage for the B1 CFR (Debt/EBITDA ~ 4.3x for the
twelve months ended August 31, 2010, on a pro forma basis,
including Moody's standard analytical adjustments).  The
reasonable acquisition purchase price (approximately 6x adjusted
EBITDA) also allows OMNOVA to consider an all debt financed
transaction without pressuring the CFR.

Eliokem International manufactures specialty polymers and
chemicals, including coating resins, elastomeric modifiers,
antioxidants, rubber reinforcing resins, oil and gas drilling
chemicals, and lattices for specialty applications.  Its emulsion
polymer chemistries are similar to the offerings of OMNOVA's
Performance Chemicals segment.  The company operates five
production facilities, four of which are outside the U.S. It had
sales of and adjusted EBITDA of $276 million and $51 million for
the twelve months ended August 31, 2010.  About 76% of Eliokem's
2009 sales were outside the U.S., including the high growth
emerging markets of Asia.

OMNOVA manufactures decorative and functional surfaces, emulsion
polymers and specialty chemicals.  The company operates in two
business segments, Decorative Products (approximately 43% of
FY2009 consolidated net sales), which makes commercial wall
coverings, coated fabrics and decorative laminates, and
Performance Chemicals (approximately 57% of FY 2009 consolidated
net sales), which offerings include binders, coatings and
adhesives for the paper and carpet industries.  OMNOVA is a
producer of styrene butadiene latex in North America.
Headquartered in Fairlawn, Ohio, OMNOVA was formed when it was
spun-off from GenCorp in 1999.  Revenues were $827 million for the
twelve months ended August 31, 2010.


ORANGE ROSE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Orange Rose, LLC
          dba Starlite Mobile Home Park
        3218 W. Azeele Street
        Tampa, FL 33609

Bankruptcy Case No.: 10-24856

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Don M. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: dstichter.ecf@srbp.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 10 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flmb10-24856.pdf

The petition was signed by Jeffrey L. Miller, manager.


ORLEANS HOMEBUILDERS: Reaches Consensual Separation Deal With CEO
-----------------------------------------------------------------
Orleans Homebuilders, Inc. and its longtime CEO Jeffrey P. Orleans
have entered into a separation and settlement agreement.  The
agreement provides for Mr. Orleans's resignation from his
positions with the Company and its affiliates and resolves all
claims that Mr. Orleans might have against them.  Details of the
agreement are included in the Company's motion for approval of the
agreement, scheduled to be heard Nov. 8, 2010.

"The contributions Jeffrey Orleans has made to the Company over
the years are immeasurable.  The board of directors and I wish to
thank him for his past service and extend him our best wishes in
his future endeavors," said Mitchell B. Arden, Senior Managing
Director and Shareholder of Phoenix Management, who has been
serving as Orleans' Chief Restructuring Officer.  "The Company and
Jeffrey each agree that it is the right time to clear the way for
their respective future plans.  Both the Company and its creditors
appreciate this amicable resolution."

Jeffrey Orleans, 64, has worked for more than 40 years with the
Company founded by his grandfather.  Since 1986, he has been
chairman of the board and chief executive officer, and, since
2009, president.  Under the agreement, Mr. Orleans's resignation
will be effective the first business day following the date on
which the Bankruptcy Court's order approving the settlement
becomes final and non-appealable, and the Company will pay him
$700,000 on that date in settlement of his claims against the
Company, among other things.  Should the Company require his
assistance following that time, Mr. Orleans will be compensated on
a mutually-agreed basis.

The settlement also provides that Mr. Orleans will not take any
action that would delay, hinder or obstruct the Company's
solicitation of votes in favor of confirmation of its proposed
modified first amended joint plan of reorganization, which is
scheduled for a confirmation hearing on Nov. 16, 2010, or
consummation of the plan.  Arden noted that the settlement "will
allow us to continue working actively toward effecting the final
steps in the reorganization process."

The Company and most of its operating subsidiaries filed voluntary
petitions to commence the Chapter 11 process on March 1, 2010.
The filing did not include certain of the Company's subsidiaries,
including its mortgage services subsidiary, Alambry Funding Inc.,
which provides mortgage brokerage services for customers and
financial institutions, but does not underwrite any customer
mortgages.

                About Orleans Homebuilders Inc.

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
develops, builds and markets high-quality single-family homes,
townhouses and condominiums.  From its headquarters in suburban
Philadelphia, the Company serves a broad customer base including
first-time, move-up, luxury, empty-nester and active adult
homebuyers.  The Company currently operates in these 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida.  The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.  Orleans Homebuilders employs approximately 300 people.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Del. Case No. 10-10684).  Cahill Gordon & Reindell
LLP is the Debtor's bankruptcy and restructuring counsel.  Curtis
S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, are the Debtor's Delaware and restructuring
counsel.  Blank Rome LLP is the Debtor's special corporate
counsel.  Garden City Group Inc. is the Debtor's claims and notice
agent.  The Company estimated assets and debts at $100 million to
$500 million.


PALAZZO HOMES: Owner Files for Chapter 7 Protection
---------------------------------------------------
Jeff Manning at the Oregonian reports that Portland-based
homebuilder Randall Palazzo filed for bankruptcy under Chapter 7,
estimating assets between $100,000 and $500,000 and liabilities
between $1 million and $10 million.

Bankruptcy attorney Al Kennedy said had Mr. Palazzo personally
guaranteed payment of certain obligations that he simply cannot
pay, according to the Oregonian.

According to the Oregonian, it is unclear what impact the
bankruptcy filing will have Mr. Palazzo's company, Palazzo Custom
Homes.  Mr. Kennedy said Mr. Palazzo's ownership stake in the
company becomes an asset of the bankruptcy estate.  A court-
appointed bankruptcy trustee will have a choice of trying to
sell it, possibly back to Mr. Palazzo or to a third party, or
abandoning it.

A meeting of Palazzo creditors has been scheduled for 9:30 a.m. on
Nov. 9, 2010, at the U.S. Trustee's office in downtown Portland,
notes Mr. Manning.


PETTERS GROUP: Trustee Aims to Recover Over $3BB in Phony Profits
-----------------------------------------------------------------
David Phelps at Star Tribune reports that a trustee in the Tom
Petters bankruptcy case is seeking $323 million in false profits
from Steve Stevanovich and his Epsilon and Westford hedge funds,
and $3.2 billion in total transfers between the funds and Petters
Co. Inc.

In the lawsuit, Epsilon and Westford are described as feeder funds
that took investments from others and then invested with Petters.
Westford was an offshore fund registered in the Cayman Islands,
says Mr. Phelps.  Mr. Stevanovich is described as a member of
the University of Chicago Board of Trustees, where he earned a
bachelor's degree in economics in 1985 and an M.B.A. five years
later.

Mr. Stevanovich made a $7 million donation to the University of
Chicago for a center for financial mathematics that bears his
name, according to Star Tribune.

                  About Petters Group Worldwide LLC

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 protection (Bankr. D. Minn. Case No.
08-45257) on October 11, 2008.  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., serves as the Debtors' counsel.
In its petition, Petters Company, Inc., estimated debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, estimated debts of not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on October 6, 2008 .  Petters Aviation, LLC is a
wholly owned unit of Thomas Petters Inc. and owner of
MN Airline Holdings, Inc., Sun Country's parent company.


QWEST COMMUNICATIONS: Fitch Maintains 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings is maintaining the Rating Watch Positive on the
'BB' Issuer Default Rating assigned to Qwest Communications
International, Inc. and its subsidiaries.  Concurrently, Fitch
has affirmed the 'BBB-' issue rating assigned to Qwest's
$1.035 billion senior secured credit facility and the senior
unsecured debt issued by Qwest Corporation.  Approximately
$13.1 billion of debt outstanding as of June 30, 2010, including
$7.9 billion of debt outstanding at QC, is affected by Fitch's
action.

This release pertains to Fitch's six-month review of the Rating
Watch status following the placement of the company's IDR on
Rating Watch Positive on April 22, 2010.  Qwest and CenturyLink,
Inc., have a pending agreement to merge in an all stock
transaction.  Fitch expects to finalize CenturyLink's and Qwest's
ratings following the receipt of its final regulatory approvals
and prior to the close of the merger (anticipated for the first
half of 2011).

In evaluating the final ratings, Fitch will take into account
expectations for the merged company's future financial performance
and the underlying operating environment as it affects the
company's wireline-based business and the extent to which secular
pressure on voice service revenues can be mitigated by proposed
synergies, productivity improvements, and revenue from growth
areas (primarily data services).  Additional factors in evaluating
the merger include the integration costs incorporated into the
transaction and the outcome of the regulatory approval process.
Pro forma net leverage for CenturyLink/Qwest for the last 12
months ending June 30, 2010, excluding synergies, was relatively
strong at approximately 2.4 times.  However, CenturyLink gained
exposure to more intense competition through the 2009 acquisition
of Embarq and its higher suburban/urban profile, and the
acquisition of Qwest will add to the exposure to more intensely
competitive markets and higher levels of technology substitution.
As a result of the higher business risk, the combined
CenturyLink/Qwest would have to demonstrate the ability to
maintain leverage materially below Fitch's investment-grade rating
threshold of 3.0x for a traditional rural local exchange carrier
and, to sustain financial flexibility, its dividend payout as a
percentage of free cash flow would have to be no greater than 55%.

Qwest's current ratings incorporate the scope, scale and
relatively consistent cash flow generated by QC's local exchange
business, and the stable operating trends of Qwest's enterprise
segment.  Fitch believes that Qwest has sufficient capacity within
the current ratings to withstand the continued secular and
cyclical pressure on its operating profile stemming from ongoing
competitive, technology substitution and economic factors.  The
ratings are supported by Qwest's ability to continually enhance
operating margins and efficiently invest capital in its physical
plant, positioning the company to generate relatively consistent
levels of EBITDA and FCF (defined as cash flow from operations
less capital expenditures and dividends).

In Fitch's opinion when compared to its RBOC (regional Bell
operating company) peer group, Qwest lacks revenue diversity and
revenue growth opportunities, particularly a strong facilities-
based wireless business, that can offset technology, economic and
competitive issues that continue to erode Qwest's land-line
business which weakens Qwest's competitive position.  Qwest's
business profile is more wire-line voice and consumer centric
relative to its RBOC peer group.  These businesses arguably are
most exposed to competitive and technology threats.  The current
economic environment -- in particular slower housing starts and
higher unemployment -- only exacerbate the competitive and
wireless substitution threats.

Balancing the operational concerns is Fitch's expectation that
Qwest will continue to generate relatively stable amounts of FCF,
as Fitch believes that the company has a sufficient level of
flexibility within its capital budget to manage FCF generation.
During the last 12-month period ending June 30, 2010, the company
generated nearly 1.3 billion of free cash flow, which is
consistent with the $1.3 billion of FCF generated during the year
ended Dec. 31, 2009.  Looking ahead, Fitch expects lower interest
costs related to the expected debt reduction will provide support
to the company's ability to generate free cash flow.  Fitch
anticipates that Qwest will generate approximately $1 billion of
FCF during the ratings horizon.

Qwest's liquidity position and overall financial flexibility are
strong and are supported by expected FCF generation, cash on hand
(including short-term investments totaling $1.8 billion as of
June 30, 2010) and available borrowing capacity from Qwest's
$1.035 billion senior secured revolver, which expires Sept. 30,
2013.  Fitch believes that existing liquidity will be sufficient
to address remaining debt maturities in 2010 totaling
approximately $1.4 billion, largely consisting of Qwest's 3.50%
convertible senior notes due 2025.  The notes are expected to be
redeemed by Qwest in November in accordance with the terms of the
CenturyLink merger agreement.  The bulk of scheduled debt
maturities during 2011 and 2012 - totaling nearly $2.6 billion -
are QC debt maturities which are expected to be refinanced.

Total debt as of June 30, 2010, was approximately $13.1 billion
reflecting a decrease of nearly 8%, or a reduction of
approximately $1.1 billion from the end of 2009.  Leverage, as of
the LTM period ended June 30, 2010, was 3.01x, reflecting a modest
decrease of 18 basis points relative to year-end 2009.  Upon
entering 2010 Qwest planned to reduce outstanding debt by
$3.5 billion by February 2011 as scheduled maturities are retired,
with existing cash and FCF generation providing the impetus for
further improvement of its credit profile.  Fitch anticipates that
Qwest's leverage will approach 2.8x by year-end 2010.

Fitch maintains these ratings on Rating Watch Positive:

Qwest Communications International, Inc.

  -- Issuer Default Rating 'BB';
  -- Senior unsecured notes (guaranteed by QSC 'BB+');
  -- Senior convertible senior notes 'BB'.

Qwest Corporation

  -- IDR 'BB'.

Qwest Services Corporation

  -- IDR 'BB'.

Qwest Capital Funding

  -- IDR 'BB';
  -- Senior unsecured notes 'BB'.

Fitch affirms these ratings with a Stable Outlook:

QCI

  -- Senior secured credit facility at 'BBB-'.

QC

  -- Senior unsecured notes at 'BBB-'.


R&G FINANCIAL: Bondholder Seeks Approval to Sue Directors
---------------------------------------------------------
American Bankruptcy Institute reports that a bondholder of R&G
Financial Corp. will ask a Puerto Rico judge to decide whether it
can go ahead with legal action against the bank holding company's
directors to recover $35 million for the debtor's estate.

San Juan, Puerto Rico-based R&G Financial Corporation filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. D. P.R.
Case No. 10-04124).  Jorge I. Peirats, Esq., at Pietrantoni,
Mendez & Alvarez, assists the Company in its restructuring effort.
The Company listed $40,213,356 in assets and $420,687,694 in
debts.


RANCHO TOPANGA: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rancho Topanga Development Land Company
        149 S. Barrington Avenue, Suite 783
        Los Angeles, CA 90049

Bankruptcy Case No.: 10-23071

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: David Weinstein, Esq.
                  HOLME ROBERTS & OWEN LLP
                  800 W. Olympic Boulevard, 4th Floor
                  Los Angeles, CA 90015
                  Tel: (213) 572-4312
                  Fax: (213) 572-4400
                  E-mail: david.weinstein@hro.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's 19 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/cacb10-23071.pdf

The petition was signed by Scott Gordon, vice president.


RAYMOND FARMER: Plan Promises to Pay Creditors in Five Years
------------------------------------------------------------
Raymond Farmer and Diane Farmer, and Joshua and Andrea Farmer,
submitted the U.S. Bankruptcy Court for the Western District of
North Carolina a proposed Plan of Reorganization and an
explanatory Disclosure Statement.

According to the Disclosure Statement, the Debtors propose to pay
Allowed Administrative Claims and Allowed Priority Tax Claims, to
restructure its Allowed Secured Claims, and to pay distributions
to Allowed General Unsecured Claims from the value of the Debtor's
projected disposable income over a period of five years.

The Debtors did not specify the estimated percentage recovery for
holders of secured claims.

Under the Plan, General Unsecured Claims will be paid their Pro
rata share of an amount equal to each Debtor's projected
disposable income for a period of five years.  General Unsecured
Claims will be paid from the Distribution Reserve on a pro rata
basis in annual installments with the first payment to be made
within one year of the Effective Date.  The estimated percentage
recovery for the general unsecured claims is 5.6%.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/RAYMONDFarmer_DS.pdf

The Debtors are represented by:

     HAMILTON MOON STEPHENS STEELE & MARTIN, PLLC
     Travis W. Moon, Esq.
     Richard S. Wright, Esq.
     Andrew T. Houston, Esq.
     201 South College Street, Suite 2020
     Charlotte, NC 28244

                       About Raymond Farmer

Raymond Farmer and Joshua Farmer each owned one-half of the
membership interests in seven limited liability companies.  Each
entity owned certain real property and improvements, which were
and are operated as apartment complexes and other rental
properties.  Raymond Farmer and Joshua Farmer filed for Chapter 11
on April 5, 2010 (Bankr. W.D. N.C. Case No. 10-40269).  The cases
are jointly administered.  An Official Committee of Unsecured
Creditors was not appointed due to a lack of interest.  The
Debtors estimated their assets at $10 million to $50 million and
debts at $50 million to $100 million.


REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings on Regal Entertainment
Group and Regal Cinemas Corporation.  Regal Cinemas is an
indirectly wholly owned subsidiary of RGC.  The Rating Outlook is
Stable.

Rating Rationale:

  -- The ratings continue to reflect RGC's size and position as
     the largest domestic movie exhibitor, with 6,777 screens in
     547 theaters.  Fitch expects the company to continue to
     improve its relatively modern theater circuit in a
     disciplined manner.  The ratings also reflect solid
     geographic diversity and relatively stable operating
     performance.

  -- Fitch believes movie exhibition will continue to be a key
     promotion window for the movie studios biggest/most
     profitable releases.

  -- In the near term, Fitch expects box office revenue for the
     remainder of 2010 and 2011 to be fueled by the premium
     pricing charged on 3-D films as major 3-D films continue to
     be released, along with the growing capacity of 3-D capable
     screens.  However, Fitch continues to expect that the movie
     exhibitor industry will be challenged in growing attendance
     and any potential attendance declines will offset some of the
     growth in average ticket prices.  Fitch expects that the
     remaining 2010 film slate and the announced 2011 films (which
     include several releases from Marvel and DC Comics, as well
     as nine sequels) will be able to draw sufficient attendance
     to maintain current attendance levels or at least keep
     declines in the 1% to 2% range.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
     (which represent 27% of RGC's total revenues and carry 86%
     gross margins), may be vulnerable to reduced per-guest
     concession spending due to cyclical factors or a re-
     acceleration of commodity prices.

  -- The ratings also incorporate the intermediate/long-term risks
     associated with increased competition from at-home
     entertainment media, limited control over revenue trends, the
     pressure on film distribution windows, increasing indirect
     competition from other distribution channels (such as DVD,
     VOD, and the Internet), and high operating leverage (which
     could make theater operators free cash flow negative during
     periods of reduced attendance).  In addition, RGC and its
     peers rely on the quality, quantity, and timing of movie
     product, all factors out of management's control.

Rating Drivers:

  -- Fitch heavily weighs the prospective challenges facing RGC
     and its industry peers in arriving at the long-term credit
     ratings.  Significant improvements in the operating
     environment (sustainable increases in attendance) and
     sustained deleveraging could have a positive impact on the
     rating, though Fitch views this as unlikely.

  -- Fitch anticipates that the company, and other movie
     exhibitors, will continue to consolidate.  While not
     anticipated, a debt-financed material acquisition or return
     of capital to shareholders that would raise the unadjusted
     gross leverage beyond 4.5 times could have a negative
     impact on the rating.  In addition, meaningful, sustained
     declines in attendance and/or per-guest concession spending,
     which drove leverage beyond 4.5x and/or interest coverage
     below 2.0x, may pressure the rating as well.

As of June 30, 2010, liquidity was made up of $225 million in cash
and $82 million in credit facility availability (reduced by
$3 million in letters of credit), under the company's recently
amended $85 million revolving credit facility, which matures in
May 2015.  Fitch notes that the company has taken significant
steps to push out its maturities schedule and reduce near-term
refinancing risk.  In May 2010, Regal Cinemas successfully amended
its senior credit facility, extending the revolver maturity date
to May 2015 and the term loan maturity to November 2016.  The
pricing of the amended facility was unchanged and leverage
covenants were widened by 0.25x.  Further, in August 2010, RGC
issued $275 million of senior unsecured notes due 2018, and used
the proceeds to repay its $200 million of convertible senior notes
and Regal Cinemas' subordinated notes.  The company has no
significant maturities until 2016, when the company's new term
loan comes due.

Free cash flow for 2010 and 2011 is expected to be in the range of
approximately $80 million-$120 million.  FCF is expected to be
lower in 2011 compared to 2010, as Fitch expects capital
expenditures to increase in 2011.  RGC has no pension obligations.
Based on Fitch's conservative base case, revenues are expected to
be relatively flat in 2010 but EBITDA is expected to decline as
much as 10% due to increased cost associated with 3D/IMAX films
and low single digit escalations in operating expenses.  Fitch
expects 2011 revenue to be up in the low single digits with EBITDA
up in the mid single digits reflecting the operating leverage of
the business.

Total debt as of June 30, 2010, was approximately $2 billion, and
lease-adjusted gross leverage, based on Fitch's calculations was
5x (unadjusted gross leverage was 4.1x).  Fitch expects unadjusted
gross leverage to increase slightly to 4.3x at the end of 2010 but
gradually decline over the next few years, but remain above 3.7x.

RGC's recovery ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern) rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of $1.7 billion, using a 5x
multiple and including an estimate for RGC's 19.5% stake in
National CineMedia LLC (after accounting for the company's sale of
a minor portion of its stake) of approximately $140 million.
Based on this enterprise valuation, overall recovery for total
debt is approximately 82% (before any administrative claims).

The 'RR1' recovery rating for the company's credit facilities
reflects Fitch's belief that 91%-100% expected recovery is
reasonable.  While Fitch does not assign recovery ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.6 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value).  The 'RR4' recovery ratings for
Regal Cinemas' senior unsecured notes (equal in ranking to the
rejected operating leases) reflect an expectation of 31%-50%
recovery.  The 'B-/RR6' rating for RGC's senior notes reflects the
bonds structural subordination and Fitch's expectation for nominal
recovery.

Fitch has affirmed these ratings:

RGC

  -- Issuer Default Rating at 'B+';
  -- Senior unsecured notes at 'B-/RR6'.

Regal Cinemas

  -- IDR at 'B+';
  -- Senior secured credit facility at 'BB+/RR1';
  -- Senior unsecured notes at 'B+/RR4'.


RICHARD KLARCHEK: Taps Gregory K. Stern P.C. as Bankruptcy Counsel
------------------------------------------------------------------
Richard J. Klarchek asks for authorization from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Gregory K. Stern, P.C., as bankruptcy counsel.

The Firm will, among other things:

     (a) review assets, liabilities, loan documentation, executory
         contracts and other relevant documentation;

     (b) prepare list of creditors, list of twenty largest
         unsecured creditors, schedules and statement of financial
         affairs;

     (c) assist the Debtor in the preparation of schedules,
         statement of affairs and other necessary documents; and

     (d) prepare applications to employ attorneys, accountants or
         other professional persons, motions for turnover, motions
         for use, sale or lease of property, motion to assume or
         reject executor contracts, disclosure statement, plan,
         applications, motions, complaints, answers, orders,
         reports, objections to claims, legal documents and any
         other necessary pleading in furtherance of
         reorganizational goals.

The hourly rates of the Firm's personnel are:

         Gregory K. Stern                   $405
         Monica C. O'Brien                  $365
         James E. Hausler                   $250
         Christina M. Riepel                $250

Gregory K. Stern, Monica C. O'Brien, James E. Hausler and
Christina M. Riepel assure the Court that the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11
bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case
No. 10-44866).  The Debtor estimated his assets at $10 million to
$50 million and debts at $50 million to $100 million as of the
Petition Date.

Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No.
10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10-
22319) filed separate Chapter 11 petitions.


RICHARD KLARCHEK: Wants Filing of Schedules Extended Until Nov. 2
-----------------------------------------------------------------
Richard J. Klarchek asks the Hon. Susan Pierson Sonderby of the
U.S. Bankruptcy Court for the Northern District of Illinois to
extend the deadline to file schedules of assets and liabilities
and statement of financial affairs.

Due to the complex nature and number of the Debtor's businesses
and assets, the Debtor requires additional time to meet with
counsel in order to complete his Schedules.

The Debtor's meeting of creditors is scheduled to take place on
November 9, 2010.  The Debtor asks the Court to extend the time to
file Chapter 11 Schedules and Statement of Financial Affairs until
November 2, 2010.

Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11
bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case
No. 10-44866).  Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
assists the Debtor in his restructuring effort.  The Debtor
estimated his assets at $10 million to $50 million and debts at
$50 million to $100 million as of the Petition Date.

Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No.
10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10-
22319) filed separate Chapter 11 petitions.


RICHARD KLARCHEK: Section 341(a) Meeting Scheduled for Nov. 9
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Richard
J. Klarchek's creditors on November 9, 2010, at 1:30 p.m.  The
meeting will be held at 219 South Dearborn, Office of the U.S.
Trustee, 8th Floor, Room 802, Chicago, Illinois 60604.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Chicago, Illinois-based Richard J. Klarchek filed for Chapter 11
bankruptcy protection on October 6, 2010 (Bankr. N.D. Ill. Case
No. 10-44866).  Gregory K. Stern, Esq., at Gregory K. Stern, P.C.,
assists the Debtor in his restructuring effort.  The Debtor
estimated his assets at $10 million to $50 million and debts at
$50 million to $100 million as of the Petition Date.

Affiliates Greenwood Estates MHC, LLC (Bankr. N.D. Ill. Case No.
10-33988) and Sterling Estates, LLC (Bankr. N.D. Ill. Case No. 10-
22319) filed separate Chapter 11 petitions.


RIVER ROCK: Moody's Reviews 'B2' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service placed all ratings of River Rock
Entertainment Authority's on review for possible downgrade,
acknowledging the approaching $200 million senior note debt
maturity in November 2011.

Ratings placed under review for possible downgrade:

(LGD assessments are subject to change.)

* Corporate Family Rating -- B2
* Probability of Default Rating -- B2
* $200 million senior notes due November 2011 -- B2 (LGD4, 50%)

In Moody's opinion, although River Rock's liquidity is expected to
remain adequate to finance operations over the next few quarters,
it does not have sufficient internal sources of cash to finance
the bond maturity.  In addition, the refinancing risk, in Moody's
opinion, could be challenging due to the still relatively unstable
financing markets for Native American issuers and their lack of
alternative funding sources other than the debt market.  Ratings
could be negatively impacted if The Authority is unable to secure
refinancing commitments by at least January of 2011.

The review will also focus on potential new competition in River
Rock's core gaming market, which in turn could impair River Rock's
gaming operation if a new casino is opened in the future.
Reportedly, in October 2010, the Federated Indians of the Graton
Rancheria's property was taken into trust by federal authorities,
marking a step further in the tribe's effort to eventually open a
large casino which will be located only 20 miles away from River
Rock's existing gaming facility.

Moody's last rating action occurred on September 16, 2008 when the
rating outlook was changed to negative from stable.

River Rock is an unincorporated governmental instrumentality of
the Dry Creek Rancheria Band of Pomo Indians, a federally
recognized Indian tribe with 947 enrolled members and an
approximately 75-acre reservation in Sonoma County, California.
River Rock was formed in 2003 to own and operate the River Rock
Casino, which reported approximately $127 million in net revenues
for the last twelve-month period ended June 30, 2010.


ROBERT NORRIS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Robert C. Norris
               Lori Norris
               21021 NE 31st Avenue
               Aventura, FL 33180

Bankruptcy Case No.: 10-41516

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Stan Riskin, Esq.
                  950 S. Pine Island Road, #A-150
                  Plantation, FL 33324
                  Tel: (954) 727-8271
                  Fax: (954) 727-8274
                  E-mail: slriskin@aol.com

Scheduled Assets: $662,120

Scheduled Debts: $2,389,076

A list of the Joint Debtors' 20 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/flsb10-41516.pdf


ROCK US: Gets Competing Offer for Rock JV Madison Ave. Building
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although U.S. subsidiaries of Rock Joint Ventures
Ltd. didn't intend to hold an auction for the two office buildings
they own in Manhattan, a higher offer was nonetheless submitted
for the property on Madison Avenue.

Rock US has filed a Chapter 11 plan built upon a sale of buildings
in 100-104 Fifth Ave. and 183 Madison Ave. for a combined $168.7
million.  The proposed buyers are offering $93.5 million for the
Fifth Avenue property and $75.2 million for the building on
Madison Avenue.  The Chapter 11 plan was accepted before the
Chapter 11 filing by Bank of Scotland Plc, the agent for the
senior lenders owed $267 million and subordinated secured lenders
owed $26 million.  The bankruptcy court scheduled a hearing on
Nov. 9 both to approve the disclosure statement and confirm the
plan.

However, according to Mr. Rochelle, Scott Pudalov and Alan Wildes
submitted an offer last week of $76.2 million for the Madison
Avenue property.  The companies referred to Messrs. Pudalov and
Wildes in a court filing as "disgruntled former employees of the
management company" who were fired "for cause."  The two have been
claiming they have a right of first refusal on the Madison Avenue
property.

                           About Rock US

Rock US Holdings Inc. filed for Chapter 11 bankruptcy protection
on September 15, 2010 (Bankr. D. Del. Case No. 10-12892).
Affiliates Rock US Investments LLC (Bankr. D. Del. Case No.
10-12893), Rock New York (100-104) Fifth Avenue LLC (Bankr. D.
Del. Case No. 10-12894), and Rock New York (183 Madison Avenue)
LLC (Bankr. D. Del. Case No. 10-12895) filed separate Chapter 11
petitions.

In their petitions, Rock US Holdings and Rock US Investments each
estimated under $50,000 in assets and $100 million to $500 million
in debts as of the Petition Date.  Rock New York (100-104) and
Rock New York (183 Madison) each estimated $100 million to $500
million in both assets and debts.

Jamie Lynne Edmonson, Esq., and Neil B. Glassman, Esq., at Bayard
PA, are the Debtors' general bankruptcy counsel.  Hogan Lovells US
LLP is the Debtors' special corporate and Litigation counsel.
Jones Day is the Debtors' special real estate counsel.


ROSETTA MILLINGTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Rosetta Millington, Inc.
        2190 South Morgan Valley Drive
        Morgan, UT 84050

Bankruptcy Case No.: 10-34256

Chapter 11 Petition Date: October 14, 2010

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: R. Kimball Mosier

Debtor's Counsel: Sarah J. Beck, Esq.
                  UTAH BANKRUPTCY LAW CENTER, LLC
                  50 West Broadway, 10th Floor
                  Salt Lake City, UT 84101-2020
                  Tel: (801) 535-4646
                  Fax: (800) 450-9443
                  E-mail: Sarah.Beck@utahbankruptcylawcenter.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $100,001 to $500,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Lauren Scott, chief operating
officer/director.


SENIOR COTTAGES: Chapter 7 Trustee's Malpractice Claim Fails
------------------------------------------------------------
WestLaw reports that the attorney and the law firm that
represented the Chapter 7 debtor-limited liability companies
prepetition demonstrated, on their motion for summary judgment,
that the debtors, which were in the business of developing,
building, and managing senior citizen housing projects which
qualified for low-income housing tax credits, would not have been
any better off, in the sense of recovering real value from their
operations, had the debtors' principal not relied upon the
attorney's advice regarding a transfer of the debtors' assets to a
third party.  Accordingly, a Minnesota bankruptcy court held, the
trustee failed to establish the causation element of his legal
malpractice claim under Minnesota law.  The attorney and the law
firm presented evidence that, due to a deep and fatal flaw in the
debtors' business plans for all of the projects, the debtors would
have had no chance to survive even if they had kept the projects'
assets.  The trustee's evidentiary production did not rebut this
showing.  In re Senior Cottages of America, LLC, --- B.R. ----,
2010 WL 3860363 (Bankr. D. Minn.) (Kishel, J.).

The Honorable Gregory F. Kishel previously dismissed the trustee's
lawsuit (Bankr. D. Minn. Adv. Pro. No. 03-3132) for the
Plaintiff's failure to state a claim on which relief could be
granted.  In re Senior Cottages of America, LLC, 320 B.R. 895
(Bankr. D. Minn. 2005).  The Plaintiff took an appeal from a
subsequent order in which his motion to amend his complaint was
denied.  Ultimately, the Eighth Circuit Court of Appeals reversed
and remanded.  In re Senior Cottages of America, LLC, 482 F.3d 997
(8th Cir. 2007).  After a grant of leave to the Plaintiff to
further amend his complaint, plus a twice-extended discovery
period, the Defendants moved for summary judgment.  Judge Kishel's
latest decision resolves the Defendants' summary judgment request.

Senior Cottages of America, LLC, and Senior Cottage Management,
LLC, sought chapter 11 protection (Bankr. D. Minn. Case No. 00-
32012) on May 2, 2000.  The Chapter 11 cases converted to Chapter
7 proceedings on July 18, 2000, and Timothy D. Moratzka, Esq. --
tdm@mcmlaw.com -- serves as the Chapter 7 Trustee.  Mr. Moratzka
is represented by Andrew P. Moratzka, Esq. -- apm@mcmlaw.com -- at
Mackall Crounse & Moore in Minneapolis, Minn.


SENTINEL MANAGEMENT: Court Denies BNY's Dispute With Trustee
------------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Supreme Court on Monday
refused to hear Bank of New York Mellon Corp.'s challenge to a
ruling that cleared the way for the liquidation trustee for
Sentinel Management Group Inc. to sue the financial services firm
on behalf of Sentinel investors allegedly defrauded of hundreds of
millions of dollars.

The high court denied BNY's petition for a writ of certiorari and
let stand a federal appeals court's finding that Bankruptcy Code
restrictions could not stop Sentinel's liquidation trustee,
according to Law360.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering
a variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtor
sought bankruptcy protection, it estimated assets and debts
of more than $100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.


SMART ALEC'S: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Smart Alec's Intelligent Food, Inc.
        2355 Telegraph Avenue
        Berkeley, CA 94704

Bankruptcy Case No.: 10-71884

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: James S. Monroe, Esq.
                  MONROE LAW GROUP
                  101 California Street, #2450
                  San Francisco, CA 94111
                  Tel: (415) 990-4349
                  E-mail: jim@monroe-law.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Company's two largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-71884.pdf

The petition was signed by David Steffensen, vice
president/treasurer.


SOUTH BAY: Court Officially Approves Incentive Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
granted South Bay Expressway L.P. and its affiliate's request to
provide incentive to four key employees, in open court last
September 23, 2010.

The Court entered its written order on September 29, 2010,
providing, among other things, that payments provided for by the
Incentive Program will be credited against any bonuses the Debtors
may have owed to Key Employees under the Key Employees'
prepetition employment agreements, and that payments under the
Incentive Program will aggregate no more than $681,800.

                   About South Bay Expressway

South Bay Expressway, L.P., dba San Diego Expressway, L.P., filed
for Chapter 11 on March 22, 2010 (Bankr. S.D. Calif. Case No.
10-04516).  Its affiliate, California Transportation Ventures
Inc., also filed for bankruptcy.

The Debtors developed and operate a four lane, nine mile express
toll road in Southern California commonly referred to as the South
Bay Expressway or State Road 125.  Both estimated assets and debts
of $500 million to $1 billion in their bankruptcy petitions.

Robert Pilmer, Esq., at Kirkland & Ellis LLP, represents the
Debtors in their restructuring effort.  PricewaterhouseCoopers LLP
is auditor and tax advisor.  Imperial Capital LLC is financial
advisor. Epiq Bankruptcy Solutions LLC serves as claims and notice
agent.

The Debtors say that as of the bankruptcy filing, they have
roughly $640 million in book value of total assets and roughly
$570 million in book value of total liabilities.


TACO DEL MAR: Franchise Brands Wants to Buy Assets
--------------------------------------------------
Puget Sound Business Journal reports that Franchise Brands LLC of
Milford, Connecticut, said it will acquire Taco Del Mar for an
undisclosed price.  "The concept fits our preferred business model
with its ease of operation, relatively low investment and presence
in a popular food service category," the Journal quotes Lisa Oak,
Franchise Brands managing director, as stating.

                  About Taco Del Mar Franchising

Founded in Seattle, Washington, in 1992 by brothers James and John
Schmidt, Taco Del Mar is a quick-service casual restaurant chain
inspired by southern Baja, Mexico, and coastal beach shacks known
for serving some of the tastiest burritos and tacos.  Today, Taco
Del Mar operates in more than 225 locations throughout the U.S.,
Canada and Guam.

Taco Del Mar Franchising Corp. and its affiliate, Conrad & Barry
Investments Inc., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 10-10528) on January 22, 2010.  George
S. Treperinas, Esq. at Karr Tuttle Campbell represents the Debtor
in its restructuring effort.  The Official Unsecured Creditors'
Committee is represented by Geoffrey Groshong, Esq. at Miller Nash
LLP.  The Company estimated assets at $10 million to $50 million
and liabilities at $50 million to $100 million.


TAMARACK RESORT: Judge to Issue Ruling on Disputed $2 Million Loan
------------------------------------------------------------------
John Miller at The Associated Press reports that a federal
bankruptcy judge said it will issue a ruling on a disputed
$2 million loan meant to prop up Tamarack Resort while the search
for buyers continues.  The judge did not give a deadline for a
decision.

According to The AP, the loan, from a group led by Zurich-based
Credit Suisse Group, would cover everything from a $250,000 state
land lease that hasn't been paid since 2009, $50,000 in
winterization of unfinished buildings, $303,000 to pay new
management, and an estimated $635,000 in lawyers' fees to complete
Tamarack's proposed sale.

The AP relates a U.S. Trustee described the loan's terms -- a 15%
interest rate and a short six-month repayment deadline -- as "so
onerous that [Tamarack] is set up to fail."  Credit Suisse and
other lenders hope the sale of Tamarack's lifts and development
land will help them recover a slice of the $300 million they are
owed after Tamarack defaulted on a construction loan in 2008.

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers, signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.


TERRESTAR NETWORKS: Files for Ch. 11 with EchoStar Deal
-------------------------------------------------------
TerreStar Networks Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in Manhattan (Bankr. S.D.N.Y. Lead Case No.
10-15446).

The Debtors' parent, TerreStar Corporation (NASDAQ: TSTR), is not
among the Chapter 11 filers.

TerreStar had $1.4 billion of assets and $1.64 billion of
liabilities as of June 30, according to its quarterly report filed
with the U.S. Securities and Exchange Commission.

The list of largest secured creditors shows U.S Bank National
Association:

     -- as indenture trustee, is owed $943.96 million on account
        of 15% Senior Secured PIK Notes due 2014; and

     -- as collateral agent, is owed $85.96 million on account of
        a money credit Agreement.

TerreStar Corp. said in a statement that the Chapter 11 filing is
part of a strategic plan to strengthen the Debtors' financial
position and achieve long-term success in the mobile satellite
services market.  Through the restructuring, TerreStar Networks
hopes to lessen its debt obligations in order to place greater
focus on delivering the future of 'always available' mobile
communications through its recent launch of the world's first
integrated satellite-cellular smartphone.

Jeffrey W. Epstein, president and chief executive officer,
TerreStar, said, "After careful consideration of all available
alternatives, we determined filing chapter 11 was a necessary and
prudent step to strengthen our balance sheet and gain financial
flexibility in order to access liquidity and position TerreStar
Networks as a stronger, healthier company."

                   $75 Million DIP Financing

TerreStar Networks has entered into an agreement with EchoStar
Corporation, its largest secured creditor, to provide the Company
with a $75 million debtor-in-possession financing facility.
EchoStar is a television equipment and satellite services company.

The DIP Lenders will provide the Debtors with $18 million in
interim financing -- less an original issue discount of 2%, plus
fees, interest and other amounts to be capitalized in accordance
with the terms of the DIP Documents.  The interest rate on the DIP
Facility is 15%, paid in kind, and will be added to the principal
amount of the DIP Facility.

TerreStar Networks will use the DIP financing to maintain
business-as-usual operations during the restructuring process.
The Company believes its current and anticipated cash resources
will be suitable to pay its expenses and maintain its business
operations during chapter 11.

Mr. Epstein continued, "As part of this initiative, and as a
result of receiving our debtor-in-possession financing facility,
we will be able to conduct business-as-usual with customers and
partners, and ensure the highest customer service is provided
throughout the reorganization."

Initially, the Debtors and their financial advisor, Blackstone
Advisory Partners L.P., discussed and contemplated a Chapter 11
filing with postpetition operations sustaining only on the use of
cash collateral, without any additional financing, to fund
operations during the chapter 11 cases.  Even assuming the Debtors
would be able to obtain the necessary consent to use cash
collateral, it was determined that cash collateral alone would be
insufficient to fund operations and necessary expenditures under
the Debtors' go-forward business plan while continuing to service
existing debt.

The Debtors also negotiated with a group of third party lenders
for a "priming" DIP financing but opted for the DIP financing
offered by EchoStar.

The Debtors estimated $9,500,000 in cash disbursements (excluding
payment of professional fees) during the first 30-day period
postpetition.

                 Restructuring Support Agreement

In addition to the DIP financing facility, TerreStar Networks has
also entered into a Restructuring Support Agreement with EchoStar
Corporation, under which EchoStar has agreed to support a
restructuring premised on a debt for equity conversion by the
Debtors' secured noteholders, and backstop a rights offering that
will provide the funding for TerreStar Networks' exit from chapter
11.

The Debtors were able to negotiate and agree with EchoStar an RSA,
pursuant to which (i) EchoStar has committed to backstop $100
million of a $125 million preferred stock rights offering, which
will allow the Debtors to repay their DIP Financing facility in
full and, if the rights offering is fully subscribed, finance
their operations upon their emergence from chapter 11, and (ii)
EchoStar has committed to support the equitization of the totality
of its secured notes -- which represents more than 50% of the
Debtors' close to $1 billion secured notes obligations.

TerreStar Networks believes that the RSA will provide the
foundation for an expeditious emergence from chapter 11.

Mr. Epstein said, "The commitment EchoStar has made to support our
restructuring will allow us to maximize value for all of our
stakeholders and allow us to emerge from chapter 11 on an
expedited time frame."

                         Road to Bankruptcy

Mr. Epstein, CEO of TerreStar since 2006, said in a court filing
that the Debtors' business model has largely been premised upon a
substantial amount of capital expenditures.  TerreStar's investors
have contributed nearly $1 billion to fund the development of
TerreStar's network over the course of the years preceding the
chapter 11 filing.

The Debtors, now at the end stages of the development process,
have begun to market their network, recently entering into a
distribution agreement with AT&T Mobility II, LLC, and attaining a
position where they can begin to build a customer base, which will
further increase their revenue in the upcoming years.
Nonetheless, despite achieving the significant milestone of
turning their product into a revenue stream, the Debtors require
continued financing for further development and marketing before
they become profitable enough to service their current debt load
and meet their capital requirements for continued technological
development and expansion of their product, Mr. Epstein said.

The Debtors eventually came to realize that they would not be able
to meet their liquidity needs to satisfy working capital
requirements, operating expenses, debt and preferred stock
redemption obligations absent either an infusion of new capital or
a restructuring of their balance sheet.

                      About TerreStar Corp

Reston, Va.-based TerreStar Corporation (NASDAQ: TSTR)
-- http://www.terrestar.com/-- is in the mobile communications
business through its ownership of TerreStar Networks, its
principal operating subsidiary, and TerreStar Global.

TerreStar Networks, in cooperation with its Canadian partners,
TerreStar Canada and TerreStar Solutions, majority-owned
subsidiaries of Trio 1 and 2 General Partnerships, plans to launch
an innovative wireless communications system to provide mobile
coverage throughout the United States and Canada using integrated
satellite-terrestrial smartphones and other devices.  This system
build out will be based on an integrated satellite and ground-
based technology intended to provide communication service in most
hard-to-reach areas and will provide a nationwide interoperable,
survivable and critical communications infrastructure.  The
Company intends to provide multiple communications applications,
including voice, data and video services.

As of June 30, 2010, the Company had four wholly owned
subsidiaries, MVH Holdings Inc., Motient Holdings Inc., TerreStar
Holdings Inc., and TerreStar New York Inc.  Motient Ventures
Holding Inc., a wholly owned subsidiary of MVH Holdings Inc.,
directly holds approximately 89.3% and 86.5% interest in TerreStar
Networks and TerreStar Global, respectively.

The Garden City Group, Inc. will act as claims and noticing agent
in the chapter 11 cases.  Michel Wunder, Esq., Ryan Jacobs, Esq.,
and Jarvis Hetu, Esq. at Fraser Milner Casgrain LLP and  Ira
Dizengoff, Esq. , Arik Preis, Esq., and Ashleigh Blaylock, Esq.,
at Akin Gump Strauss Hauer & Feld LLP ,  serve as bankruptcy
counsel to the Debtors.  Blackstone Advisory Partners LP is the
financial advisor.


TERRESTAR NETWORKS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: TerreStar Networks Inc.
        12010 Sunset Hills Road
        6th Floor
        Reston, VA 20190

Bankruptcy Case No.: 10-15446

Debtor-affiliates filing separate Chapter 11 petitions:

     Entity                                Case No.
     ------                                --------
TerreStar New York Inc.                    10-15445
TerreStar Networks Holdings (Canada) Inc.  10-15447
TerreStar Networks (Canada) Inc.           10-15449
0887729 B.C. Ltd.                          10-15450
Motient Communications Inc.                10-15452
Motient Holdings Inc.                      10-15453
Motient License Inc.                       10-15454
Motient Services Inc.                      10-15455
Motient Ventures Holding Inc.              10-15458
MVH Holdings Inc.                          10-15462
TerreStar License Inc.                     10-15463
TerreStar National Services Inc.           10-15464

Type of Business:  TerreStar Networks extends the reach,
                   reliability, and resiliency of traditional
                   mobile networks throughout the United States,
                   U.S. Virgin Islands and Puerto Rico.  Offering
                   wholesale satellite services via today's
                   leading service providers, and the world's
                   first and only integrated satellite-cellular
                   smartphone, the GENUS(TM), TerreStar is
                   transforming the mobile experience and enabling
                   users to be prepared and stay connected when
                   they need to most.  The Debtors' parent
                   TerreStar Corp. (NASDAQ: TSTR), did not file
                   for Chapter 11.

                   Web site: http://www.terrestar.com/

Chapter 11 Petition Date: October 19, 2010

Bankruptcy Court: U.S. Bankruptcy Court
                  Southern District of New York (Manhattan)

Bankruptcy Judge: Sean H. Lane

Debtor's
Counsel       : Ira S. Dizengoff, Esq.
                Akin, Gump, Strauss, Hauer & Feld, LLP
                One Bryant Park
                New York, NY 10036
                Tel: (212) 872-1000
                Fax: (212) 872-1002
                Email: idizengoff@akingump.com

Debtor's
General
Canadian
Counsel       : FRASER MILNER CASGRAIN LLP

Debtor's
Information
Officer       : DELOITTE & TOUCHE INC.

Debtor's
Investment
Banker and
Financial
Advisor      : BLACKSTONE ADVISORY PARTNERS L.P.

Debtor's
Claims
Agent        : THE GARDEN CITY GROUP, INC.

Estimated Assets: More than $1 billion

Estimated Debts : More than $1 billion

The petition was signed by Jeffrey Epstein, president and CEO.

TerreStar Networks' List of 30 Largest Unsecured Creditors:

Entity/Person                     Nature of Claim   Claim Amount
-------------                     ---------------   ------------
U.S. Bank National Association    Noteholder Claim  $178,578,322
60 Livingston Avenue
St. Paul, MN 55107-1419

Space Systems/Loral Inc.          Vendor             $35,647,804
3825 Fabian Way
Palo Alto, CA
94303-4604

Elektrobit, Inc.                  Vendor             $25,659,839
22745 29th Drive
SE SUI, Suite 200
Bothell, WA
98201

Hughes Networks Systems LLC       Vendor              $4,513,861

Infineon Technologies AG          Vendor              $2,937,180

Qualcomm                          Vendor              $2,280,850

Comneon GMBH                      Vendor              $1,686,271

ATC Technologies                  Vendor              $1,381,197

Nokia Siemens Network             Vendor              $1,000,008

Alcatel-Lucent                    Vendor                $990,000

Van Vlissingen and Co.            Vendor                $444,210

Jefferies & Company, Inc.         Vendor                $350,000

RKF Engineering, LLC              Vendor                $277,792

Data Sales Co., Inc.              Vendor                $242,177

Telx-Dallas LLC                   Vendor                $106,059

Databank Holdings                 Vendor                 $81,159

Intrado, Inc.                     Vendor                 $62,500

Shaffer, Wilson, Sarver,          Vendor                 $34,322
& Gray

Telesat Canada                    Vendor                 $28,504

Sonoran Systems, Inc.             Vendor                 $19,200

John Gilsenan                     Vendor                 $16,139

BCI Northwood Flex, LLC           Vendor                 $15,634

Ruder Finn                        Vendor                 $10,000

Neustar                           Vendor                  $9,995

Forum Financial Service           Vendor                  $7,421

Thomson Reuters                   Vendor                  $5,475

Oxford Global Resource            Vendor                  $4,200

Telus                             Vendor                  $3,325

Bell Canada                       Vendor                  $1,795

RE&M Solutions, Inc.              Vendor                  $1,168


TEXAS COMPETITIVE: Fitch Assigns 'B/RR2' Rating to $350 Mil. Notes
------------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B/RR2' to Texas
Competitive Electric Holdings Company LLC's issuance of
$350 million 15% senior secured second lien notes due 2021, series
B.  The Rating Outlook is Negative.

The new notes are secured, on a second priority basis, by the
power generation assets and retail supply business owned by TCEH's
wholly owned subsidiaries and are pari passu with the existing
second lien debt.

The net proceeds from the issuance will be deposited into an
escrow account and pledged for the benefit of the noteholders on a
first-priority basis until TCEH uses the proceeds to repurchase a
portion of the 10.25% senior notes due 2015 and 10.5%/11.25%
senior toggle notes due 2016 and/or repurchase or pay a portion of
the term loans under TCEH's Credit Agreement.  If proceeds remain
in the escrow account on March 31, 2013, an offer to purchase
notes with the remaining proceeds will be made.

The 'B/RR2' rating of the second lien debt reflects TCEH's
collateral valuation and the second lien debt's subordination to
approximately $23.4 billion of TCEH senior secured bank facilities
secured on a first-priority basis.  Recovery Ratings for TCEH are
based on the values of power facilities as outlined in Fitch's
report 'Energy Future Holdings Corp.', dated April 21, 2010.
Fitch believes that the value of TCEH's generation assets and
retail business supports full recovery prospects for secured
lenders.  However, Fitch has suppressed the ratings for the new
second lien notes to 'B/RR2' on the expectation that TCEH will
take advantage of the available second lien borrowing capacity to
issue more debt at this level going forward.

The Negative Outlook for TCEH is driven by the persistent weakness
in the forward natural gas curve that increases rating concerns
about the open (unhedged) position beyond 2012; approximately 49%
and 82% of TCEH's gas exposure is open in 2013 and 2014,
respectively, as of June 30, 2010.  Other concerns include the
longer run uncertainties posed by the unpromulgated regulations
regarding collateral posting requirements due to the recently
enacted financial derivative legislation and relatively high cost
of future market access/debt exchanges as reflected in the 15%
coupon paid by TCEH on the second lien debt.  However, in the near
to intermediate term, TCEH cash flows are supported by stable
operations, a favorable mix of power generation facilities in a
relatively robust power market, hedge positions at favorable
prices for the next two years, and a profitable retail marketing
subsidiary that partly offsets low margins from power generation.

Key rating factors for TCEH include: the forward curve for natural
gas prices for 2013 and beyond, future electric power demand and
market heat rates in ERCOT, high-yield capital market conditions
over the next few years, and the risk of coercive exchanges
affecting unsecured creditors.


TO GOD BE THE GLORY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: To God Be The Glory-A Place To Worship
        2700 S. Hanford Street
        Seattle, WA 98144

Bankruptcy Case No.: 10-22258

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Robert L. Wilson, Esq.
                  2148 Waverly Pl N Ste 3C
                  Seattle, WA 98109
                  Tel: (206) 286-8427
                  E-mail: robertwilsonlaw@msn.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Alice Hudson, chairman and president.


TRIBUNE CO: JPMorgan, Others Seek to Block Trustee Appointment
--------------------------------------------------------------
The Tribune Co., JPMorgan Chase Bank NA and a committee of
unsecured creditors have asked a court to deny a bid by Aurelius
Capital Management LP to appoint a Chapter 11 trustee in the
Tribune bankruptcy, arguing that such a move would be wasteful and
unwarranted, Bankruptcy Law360 reports.

                          About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of December 8, 2008, the Debtors have $7,604,195,000 in total
assets and $12,972,541,148 in total debts.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRICO MARINE: Creditors Committee Object to Appointments
--------------------------------------------------------
BankruptcyData.com reports that Trico Marine Services' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motions seeking to retain
Postlethwaite & Netterville (P&N), PricewaterhouseCoopers (PwC)
and Ernst & Young (E&Y).

BData says the committee objects to the PwC and E&Y motions
because it feels that the services are duplicative.  The committee
objects to the P&N retention on the grounds that it is unclear to
the committee why the Debtors' current employees and already
retained professionals cannot perform the tasks.

                        About Trico Marine

Texas-based Trico Marine Services, Inc. --
http://www.tricomarine.com/-- provides subsea services, subsea
trenching and protection services, and towing and supply vessels.
Trico filed for Chapter 11 protection on August 25, 2010 (Bankr.
D. Del. Case No. 10-12653).  John E. Mitchell, Esq., Angela B.
Degeyter, Esq., and Harry A. Perrin, Esq., at Vinson & Elkins LLP,
assist the Debtor in its restructuring effort.  The Debtor
disclosed $30,562,681 in assets and $353,606,467 in liabilities as
of the Petition Date.

Affiliates Trico Marine Assets, Inc. (Bankr. D. Del. Case No. 10-
12648), Trico Marine Operators, Inc. (Case No. 10-12649), Trico
Marine International, Inc. (Case No. 10-12650), Trico Marine
Cayman, L.P. (Case No. 10-12651), and Trico Holdco, LLC (Case No.
10-12652) filed separate Chapter 11 petitions.

Cahill Gordon & Reindell LLP is the Debtors' special counsel.
Alix Partners Services, LLC, is the Debtors' chief restructuring
officer.  Epiq Bankruptcy Solutions is the Debtors' claims and
notice agent.  Postlethwaite & Netterville serves as the Debtors'
accountant and Ernst & Young LLP serves as tax advisors.
Pricewaterhousecoopers LLC provides the independent accountants
and tax advisors for the Debtors.


TRONOX INC: Seeks Approval on $125MM Credit From Wells Fargo
------------------------------------------------------------
Bankruptcy Law360 reports that Tronox Inc. has asked a federal
judge to approve a $125 million revolving credit agreement with
Wells Fargo Capital Finance LLC, a part of the Company's plans to
emerge from Chapter 11 with $470 million of financed debt.

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.


UNIVERSAL BUILDING: Lender Withdraw Creditor-Repayment Plan
-----------------------------------------------------------
Universal Building Products Inc.'s lender said it is no longer
supporting the Company's proposed creditor-repayment plan, Dow
Jones' DBR Small Cap reports.

According to the report, the lender, UBP Acquisition Corp., said
in court papers Friday it had initially agreed to support an
"expedited" bankruptcy process for Universal Building and even
provided a bankruptcy loan for the company as long as it operated
in accordance with a budget.  However, the report notes, UBP, an
affiliate of Oaktree Capital Management LP, said that the budget
expired Oct. 1 and the company failed to comply with it.

Also, the report says, the company is weeks, if not months, away
from finding out whether the court overseeing its bankruptcy case
will approve the plan.  As a result, UBP said the bankruptcy loan
and the lender's obligation to support Universal Building's
proposed creditor-repayment plan have terminated. Universal
Building's proposed plan calls for any unused portion of the
$6 million bankruptcy loan from UBP to be used to help pay
creditors, the report adds.

                      About Universal Building

Westminster, California-based Universal Building Products, Inc.,
dba UBP, filed for Chapter 11 bankruptcy protection on August 3,
2010 (Bankr. D. Del. Case No. 10-12453).  Mark Minuti, Esq.,
MaryJo Bellew, Esq., and Teresa K.D. Currier, Esq., at Saul Ewing
LLP, assists the Debtor in its restructuring effort.  UBP
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts in its petition.

The Debtor's affiliates Accubrace, Inc. (Bankr. D. Del. Case No.
10-12454), Don De Cristo Concrete Accessories, Inc. (Case No. 10-
12455), Form-Co, Inc. (Case No. 10-12456), and Universal Form
Clamp, Inc. (Case No. 10-12457), filed separate Chapter 11
petitions on August 4, 2010.  Accubrace estimated $500,001 to
$1 million in assets and $10 million to $50 million in debts.


UPPER MARKET: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Upper Market Place, LLC
        160 S. Linden Avenue, Suite 100
        South San Francisco, CA 94080
        Tel: (650) 876 9400

Bankruptcy Case No.: 10-34082

Chapter 11 Petition Date: October 15, 2010

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Mark J. Romeo, Esq.
                  LAW OFFICES OF MARK J. ROMEO
                  235 Montgomery Street, #410
                  San Francisco, CA 94104
                  Tel: (415) 395-9315
                  E-mail: romeolaw@msn.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's eight largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/canb10-34082.pdf

The petition was signed by Joseph Cassidy, manager.


US AIRWAYS: Extends Code Share Agreement With Mesa Air
------------------------------------------------------
Mesa Air Group, Inc. has reached an agreement in principle with US
Airways, Inc. to extend its code share agreement covering 38 CRJ-
900 aircraft for an additional term of 39 months to September
2015. Under the term sheet, Mesa Airlines, Inc., a wholly owned
subsidiary of Mesa Air Group, will continue to provide regional
jet service under the US Airways Express banner.  The agreement is
subject to approval by Mesa's and US Airways Boards of Directors
and the Bankruptcy Court overseeing Mesa's restructuring.

Under the agreement Mesa will continue to provide US Airways
Express service out of US Airways' hubs in Phoenix, AZ and
Charlotte, NC utilizing aircraft in Mesa's current fleet.

                    About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).

                      About US Airways

US Airways -- http://www.usairways.com/-- along with US Airways
Shuttle and US Airways Express, operates more than 3,000 flights
per day and serves more than 190 communities in the U.S., Canada,
Mexico, Europe, the Middle East, the Caribbean, Central and South
America.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  The USAir II bankruptcy
plan became effective on September 27, 2005.  The Debtors
completed their merger with America West on the same date. (US
Airways Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                       *     *     *

US Airways Group carries Moody's "Caa1" Long-Term rating, LT Corp.
family rating and probability of default rating.  Outlook is
negative.

US Airways Group carries Standard & Poor's "B-" LT Foreign Issuer
Credit rating and LT Local Issuer credit rating.  Outlook is also
negative.

US Airways Group carries Fitch's "CCC" LT Issuer default rating
and "C" Senior unsecured debt rating.  Outlook is also negative.


VISTEON CORP: Judge Denies Retirees' Bid for Committee Status
-------------------------------------------------------------
Bankruptcy Law360 reports that Judge Christopher S. Sontchi of the
U.S. Bankruptcy Court for the District of Delaware denied a bid
Monday by salaried Visteon Corp. retirees to form a committee
representing their interests as the reorganized debtor appeals a
court order reinstating retiree benefits for its bankruptcy
period.

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order on August 31, 2010,
confirming the Fifth Amended Plan of Reorganization of Visteon
Corporation and its debtor affiliates.  Visteon emerged from
Chapter 11 on October 1.


WESTERN WIND: Posts C$673,900 Net Loss in June 30 Quarter
---------------------------------------------------------
Western Wind Energy Corp. reported a net loss of C$673,876 on
C$962,197 of revenue for the three months ended June 30, 2010,
compared with a net loss of C$1.2 million on C$1.0 million of
revenue for the same period in 2009.

As at June 30, 2010, the Company had negative working capital of
C$3.4 million and cash on hand of C$24,011 compared to positive
working capital of C$1.9 million and cash on hand of approximately
C$1.9 million as at December 31, 2009.  The negative working
capital is primarily due to the receipt of the US$2.5 million
one year bridge financing, which was used to pay for the
US$2.4 million SCE power purchase agreement development bond
classified as a non-current asset.  An additional expenditure was
accrued under the limited notice to proceed with RMT Inc. for the
Windstar project in the amount of US$617,000 which is classified
as a current liability and non-current construction in progress.

The Company's cash position improved considerably subsequent to
the period end as approximately C$5 million was raised in July
2010 through additional equity and debt at the corporate level.
Some of the funds raised were used to pay the above Windstar
payables.

For the six months ended June 30, 2010, the Company has
experienced cash inflows from financing and cash outflows from
operating and development activities.  These conditions reflect
the fact that income and cash flows from income-producing
activities have been insufficient to offset cash used for project
development expenses.  The Company has been successful in
attracting additional capital and debt financing to continue
development and to maintain liquidity.  As the Company continues
with the windy season, wind farm operations are expected to
generate close to breakeven cash flow but as the Company proceeds
to develop its further business opportunities, cash provided by
these operations will need to be augmented by additional sources
of capital.

The Company's balance sheet at June 30, 2010, showed $33.9 million
in total assets, $8.1 million in total liabilities, and
stockholders' equity of $25.8 million.

These interim consolidated financial statements have been prepared
on a going concern basis which assumes that the Company will be
able to realize assets and discharge liabilities in the normal
course of business.  In recent years, income and cash flows from
income-producing activities have been insufficient to offset cash
used for project development expenses, and as the Company proceeds
to develop its further business opportunities, cash provided by
operations will need to be augmented by additional sources of
capital.

A full-text copy of the interim financial statements for the
period ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?6ca9

A full-text copy of the Management Discussion and Analysis for the
period ended June 30, 2010, is available for free at:

               http://researcharchives.com/t/s?6ca8

                        About Western Wind

Western Wind Energy Corp. owns two operating wind energy
electrical generation facilities in California.  The Company is
developing wind and solar energy projects in California, Arizona,
and the Province of Ontario and has a development team in the
Commonwealth of Puerto Rico.  The two operating wind plants are
comprised of the Windridge generating facility in Tehachapi,
California, that has a 4.5 MW rated capacity and the Mesa Wind
Power generating facility near Palm Springs, California, that has
a 30 MW rated capacity.

The Company is headquartered in Vancouver, British Columbia and
has a branch office in Tehachapi, California.  It is listed on the
TSX Venture Exchange under the symbol "WND", and on the Pink
Sheets market under the symbol "WNDEF".


WHITTLE DEV'T: Court Extends Filing of Schedules Until Nov. 2
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended, at the behest of Whittle Development Inc. and Mariah Bay
Development Inc., the deadline to file schedules of assets and
liabilities and statement of financial affairs until November 2,
2010.

The Debtors said that they need an additional 15 days from
October 18, 2010 -- the previous deadline for the schedules.
According to the Debtor, each of them has been and will continue
to diligently gather and compile the information required to
prepare the Schedules but does not anticipate that they will be
completed with sufficient opportunity for counsel to review the
information for accuracy, completeness, or compliance before the
previous deadline expires.

                    About Whittle Development

Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S
property development company wholly owned by Robert S. Whittle. It
owns significant acreage in and around the northeastern shore of
Lake Ray Hubbard, as well as other parts of Rockwall County,
Texas.  Its business is the sale and development of its holdings
for highest and best uses of its land "inventory" to third party
end users or other more direct developers.

Whittle Development filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084).  Whittle
Development estimated its assets and debts at $10 million to
$50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which is also a Sub
Chapter S corporation wholly owned by Robert S. Whittle.  Mariah
Bay filed for Chapter 11 bankruptcy protection on October 4, 2010
(Bankr. N.D. Tex. Case No. 10-37085).  Mariah Bay estimated its
assets and debts at $10 million to $50 million at the Petition
Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition on February 19, 2010 (Bankr. N.D.
Tex. Case No. 10-31171).


WHITTLE DEV'T: Taps Wright Ginsberg as Bankruptcy Counsel
---------------------------------------------------------
Whittle Development Inc. and Mariah Bay Development Inc. ask the
U.S. Bankruptcy Court for the Northern District of Texas to employ
Wright Ginsberg Brusilow P.C. as bankruptcy counsel.

Wright Ginsberg will:

     (a) take all necessary action to protect and preserve the
         bankruptcy estate, including prosecution of actions on
         its behalf, defense of any actions commenced against it,
         negotiations concerning all litigation in which it is
         involved, and objecting to claims;

     (b) prepare on behalf of each Debtor all necessary motions,
         applications, answers, orders, reports, and papers in
         connection with the administration of the estate herein;

     (c) formulate, negotiate, and propose a plan of
         reorganization, if justified; and

     (d) perform all other necessary legal services in connection
         with these proceedings.

The hourly rates of Wright Ginsberg's personnel are:

         Attorneys (Downtown)
         --------------------
         E. P. Keiffer (EPK)                           $450
         Shawn K. Brown (SKB)                          $375
         Kim E. Moses (KEM)                            $300

         Attorneys (North Dallas)
         ------------------------
         Frank J. Wright (FJW)                         $650
         Paul B. Geilich (PBG)                         $525
         C. Ashley Ellis (CAE)                         $475
         Gogi Malik (GM)                               $475
         Thomas P. Bingman (TPB)                       $350

         Of Counsel
         ----------
         William T. Burke (WTB)                        $325
         L. Ed Creel (LEC)                             $750

         Paraprofessionals
         -----------------
         John L. Lajoie (JLL)                          $150
         Betty J. Wallace (BJW)                        $125
         Imelda V. Arayata (IVA)                       $125
         Medrith E. Rhotenberry (MER)                   $75
         Evelyn B. Palmer (EBP)                         $75

E.P. Keiffer, a shareholder at Wright Ginsberg, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Rockwall, Texas-based Whittle Development Inc. is a Sub Chapter S
property development company wholly owned by Robert S. Whittle. It
owns significant acreage in and around the northeastern shore of
Lake Ray Hubbard, as well as other parts of Rockwall County,
Texas.  Its business is the sale and development of its holdings
for highest and best uses of its land "inventory" to third party
end users or other more direct developers.

Whittle Development filed for Chapter 11 bankruptcy protection on
October 4, 2010 (Bankr. N.D. Tex. Case No. 10-37084).  Whittle
Development estimated its assets and debts at $10 million to
$50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which is also a Sub
Chapter S corporation wholly owned by Robert S. Whittle.  Mariah
Bay filed for Chapter 11 bankruptcy protection on October 4, 2010
(Bankr. N.D. Tex. Case No. 10-37085).  Mariah Bay estimated its
assets and debts at $10 million to $50 million at the Petition
Date.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition on February 19, 2010 (Bankr. N.D.
Tex. Case No. 10-31171).


WHITTLE DEV'T: Mariah Bay Files List of 2 Largest Unsec. Creditors
------------------------------------------------------------------
Mariah Bay Development, Inc., has filed with the U.S. Bankruptcy
Court for the Northern District of Texas a consolidated list of
its two largest unsecured creditors:

   Entity                                             Claim Amount
   ------                                             ------------
O'Brien & Associates Inc.
Suite 136 LB 161
5310 Harvest Hill
Dallas, TX 75230                                            $7,507

Full Circle Environmental
8436 Denton Hwy., Suite 208
Watauga, TX 76148                                             $280

Rockwall, Texas-based Whittle Development Inc. filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case
No. 10-37084).  Whittle Development estimated its assets and debts
at $10 million to $50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which also filed for
Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D.
Tex. Case No. 10-37085).  Mariah Bay estimated its assets and
debts at $10 million to $50 million at the Petition Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition on February 19, 2010 (Bankr. N.D.
Tex. Case No. 10-31171).


WHITTLE DEV'T: Section 341(a) Meeting Scheduled for Nov. 9
----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Whittle
Development Inc. and Mariah Bay Development Inc.'s creditors on
November 9, 2010, at 1:30 p.m.  The meeting will be held at the
Office of the U.S. Trustee, 1100 Commerce Street, Room 976,
Dallas, TX 75242.

This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rockwall, Texas-based Whittle Development Inc. filed for Chapter
11 bankruptcy protection on October 4, 2010 (Bankr. N.D. Tex. Case
No. 10-37084).  Whittle Development estimated its assets and debts
at $10 million to $50 million at the Petition Date.

Whittle Development's case is jointly administered with Rockwall,
Texas-based Mariah Bay Development Inc., which also filed for
Chapter 11 bankruptcy protection on October 4, 2010 (Bankr. N.D.
Tex. Case No. 10-37085).  Mariah Bay estimated its assets and
debts at $10 million to $50 million at the Petition Date.

Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow P.C.,
assists the Debtors in their restructuring efforts.

Mariah Bay's affiliate, Mariah Bay Leasing Corporation, filed a
separate Chapter 11 petition on February 19, 2010 (Bankr. N.D.
Tex. Case No. 10-31171).


WILLIAM HEGGER: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William R. Hegger
        23845 NE Adair Rd
        Redmond, WA 98053

Bankruptcy Case No.: 10-22344

Chapter 11 Petition Date: October 14, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union St., Ste 502
                  Seattle, WA 98101
                  Tel: (206) 624-0088
                  E-mail: eajbwellaw@aol.com

Scheduled Assets: $841,300

Scheduled Debts: $1,292,222

A list of the Debtor's 12 largest unsecured creditors
filed together with the petition is available for free
at http://bankrupt.com/misc/wawb10-22344.pdf


WL HOMES: Arbitration Bid "Unenforceable", Homeowners Say
---------------------------------------------------------
Bankruptcy Law360 reports that a group of homeowners argued that a
proposal by WL Homes LLC's liquidation trustee to force claimants
seeking compensation for faulty construction claims against the
Company to arbitrate their claims is "unenforceable and
unconscionable."

                           About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- is one of metro Denver's largest homebuilders.  It
builds under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


WOUND MANAGEMENT: Posts $663,000 Net Loss in June 30 Quarter
------------------------------------------------------------
Wound Management Technologies, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $663,006 on $114,977 of revenue
for the three months ended June 30, 2010, compared with a net loss
of $323,911 on $73,725 of revenue for the same period of 2009.

The Company's balance sheet at June 30, 2010, showed $6.7 million
in total assets, $4.2 million in total liabilities, and
stockholders' equity of $2.5 million.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, expressed
substantial doubt aobut the Company's ability to continue as a
going concern, following the Company's results for 2009.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.

A full-text copy of the Form 10-Q is available for free at:

               http://researcharchives.com/t/s?6caf

                      About Wound Management

Fort Worth, Tex.-based Wound Management Technologies, Inc.,
through its subsidiary, Wound Care Innovations, LLC, distributes
collagen-based wound care products in the United States.


ZEIG ELECTRIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Zeig Electric, Inc.
        8224 White Settlement Rd #210
        Fort Worth, TX 76108

Bankruptcy Case No.: 10-46712

Chapter 11 Petition Date: October 13, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  LAW OFFICES OF ST. CLAIR NEWBERN III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  E-mail: filing@newbernlawoffice.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by James Zeig, president.


* September Bankruptcy Filings by Multi-Million Dollar Companies
----------------------------------------------------------------
Five companies with assets of at least $100 million tumbled into
Chapter 11 bankruptcy in September, compared to six mega filers in
August and eight in July 2010, and 12 large filers in September
2009.

Blockbuster Inc. was the lone billion-dollar case, with $1.46
billion
in total assets.  The four other September 2010 mega-filers are:

    * Pitcairn Properties Holdings, Inc.
    * Island One, Inc.
    * Rock US Holdings, Inc., et al.
    * Ultimate Escapes Holdings, LLC

All four cases estimated assets between $100 million to $500
million.

Bankruptcy filings by large companies remain low during the first
nine
months of 2010, compared last year's.  Year-to-September 2010,
eight
companies with more than a billion dollar in assets declared
Chapter
11 bankruptcy (about one case filed per month).  Year-to-September
2009, billion-dollar filers totaled 36 (about 4 cases per month).
There were no billion-dollar filers during September 2009.  Total
billion-dollar filers for 2009 reached 44.

Year-to-September 2010, 83 chapter 11 cases were commenced by
companies with more than $100 million in total assets (an average
of 9
cases per month).  During the same period in 2009, 166 chapter 11
cases were commenced by companies with assets between $100 million
and
$1 billion (an average of 18 cases per month).

Rock US and Ultimate Escapes commenced prepack cases in September.
Year-to-September, a total of 28 prepacks/pre-arranged cases were
filed (about 1/3 of the total cases filed).

                  2010 Large Chapter 11 Cases

                  $100MM   $500MM
   Month        - $500MM     $1BB   > $1BB  Prepacks  Total
   -----        --------   ------   ------  --------  -----
   January          14        2         1       8       17
   February          6        1         3       3       15
   March             9        3         -       5       12
   April             7        1         -       3        8
   May              12        -         -       2       12
   June              4        1         -       1        5
   July              5        1         2       3        8
   August            3        2         1       1        6
   September         4        0         1       1        5

Of the September mega-cases, three cases went to Delaware,
bringing
the year's total to 33.  One went to Manhattan, raising that total
to
15.  In 2009, 79 mega-cases went to Delaware while 32 cases went
to
Manhattan.

The top 16 filers for the year by total assets, thus far, are:

   Case                   Total Assets     Court   Petition Date
   ----                   ------------     -----   -------------
   Blockbuster Inc.       $1,017,035,832   SDNY     23-Sept
   Movie Gallery, Inc.    More than $1BB   VAEB     2-Feb
   Aleris Deutschland     More than $1BB   Del      5-Feb
     (affiliate of
     Aleris Int'l)
   Capmark Investments    More than $1BB   Del     15-Jan
     (affiliate of
      Capmark Financial)
   ESA P Portfolio        More than $1BB   Del     18-Feb
     TXNC GP L.L.C.
     (affiliates of
     Extended Stay)
   Innkeepers USA Trust   More than $1BB   SDNY    19-Jul
   Protech Holdings C     More than $1BB   Del     29-Jul
     (affiliate of
      Capmark Financial)
   Boston Generating LLC  More than $1BB   SDNY    18-Aug
   Mesa Air Group Inc.    $975,487,000     SDNY     5-Jan
   Almatis B.V.           $500MM - $1BB    CASB    30-Apr
   Centaur, LLC           $500MM - $1BB    Del      6-Mar
   Penton Media           $500MM - $1BB    SDNY    10-Feb
   Sargent Ranch LLC      $500MM - $1BB    CASB     4-Jan
   South Bay Expressway   $500MM - $1BB    CASB    22-Mar
   Garlock Sealing        $500MM - $1BB    CASB    22-Mar
   Xerium Technologies    $693,511,000     Del     30-Mar

Lehman Brothers Holding Corp. remains the biggest corporate bust
in
history.  Lehman, which filed in 2008, had $639 billion in total
assets and $613 billion in total debts at that time of its filing.

           Chapter 11 Filings Increase by 20% in Sept.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
has
reported that Chapter 11 bankruptcy filings increased by about 20%
in
September 2010 as the number of total commercial bankruptcy
filings
remained steady.  DBR, citing figures from the Automated Access to
Court Electronic Records, said Chapter 11 filings by businesses
and
individuals rose by 20.6% last month, to 1,201 from 996 in August.
There have been 10,487 Chapter 11 filings so far this year, versus
11,548 during the first nine months of 2009.

DBR said the total number of commercial filings, however, remained
stable in September.  A total of 6,999 businesses filed for
bankruptcy
protection last month, versus 6,994 commercial bankruptcy filings
in
August.

Bankruptcies have fallen sharply this year from last. Through
October
1, 78 public companies with total assets of $63.5 billion filed
for
bankruptcy protection, down from 167 companies and $444.2 billion
in
assets during the same year-earlier period, according to
Bankruptcydata.com.

                    SEPTEMBER 2010 MEGA CASES

(A) Blockbuster

Based in Dallas, Texas, Blockbuster Inc. (Pink Sheets: BLOKA,
BLOKB) is a global provider of rental and retail movie and game
entertainment.  Blockbuster said it had assets of $1,017,035,832
and
debts of $1,464,939,759 as of August 1, 2010.

Blockbuster Inc. and 12 U.S. affiliates filed for Chapter 11
bankruptcy with a pre-arranged reorganization plan in Manhattan on
September 23, 2010 (Bankr. S.D.N.Y. Case No. 10-14997).
Blockbuster
reached an agreement with a group of bondholders holding 80.1%
principal amount of the Company's 11.75% senior secured notes on a
restructuring plan.  When implemented, the plan would reduce the
Company's debtload -- from nearly $1 billion currently to an
estimated
$100 million or less.

The Company has a $125 million DIP financing from certain existing
senior secured noteholders to fund the chapter 11 process.  The
DIP
financing will mature April 30, 2011.

Martin Sosland, Esq., and Stephen Karotkin, Esq., lead a team of
Weil
Gotshal lawyers advising the Debtors.  Rothschild Inc. serves as
Blockbuster's financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga
as chief restructuring officer.  Kurtzman Carson Consultants LLC
is
the claims and notice agent.

A steering group of senior secured noteholders is represented by
James P. Seery, Esq., and Paul S. Caruso, Esq., at Sidley Austin
LLP.  U.S. Bank National Association as trustee and collateral
agent for the senior secured notes is represented by David
McCarty, Esq., and Kyle Mathews, Esq., at Sheppard Mullin Richter
& Hampton LLP.  BDO Consulting is the financial advisor for U.S.
Bank.

Lenders led by Wilmington Trust FSB are providing the DIP
financing.  The DIP Agent is represented by Peter Neckles, Esq.
and Alexandra Margolis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York.

The U.S. Trustee has appointed a 9-member panel of unsecured
creditors.


(B) Pitcairn Properties Holdings, Inc.

Based in Jenkintown, Pennsylvania, Pitcairn Properties Holdings
Inc. -- http://www.pitcairnproperties.com/-- owns high-rise
offices,
residences, and suburban office centers.   Pitcairn Properties
filed
for Chapter 11 on September 1 (Bankr. D. Del. Case No. 10-12764).
Christopher K. Hepp at The Philadelphia Inquirer reports that the
bankruptcy filing will allow Pitcairn to buy time to stave off a
takeover attempt by an investor.  The Company owes $7.56 million
in
dividends to investment firm PPH Investments L.L.C., which has
sued
for payment.  PPH Investments is a unit of Eric L. Blum's ELB
Capital
Management. PPH Investments owns 100% of the preferred stock in
Pitcairn.

Mr. Blum sued in the Delaware Court of Chancery, arguing that his
investment agreement gives him the right to appoint a majority of
the
Company's board.  The Company counter-sued, contending that Mr.
Blum's
demands would unfairly wipe out other Pitcairn stockholders and
force
the liquidation of $800 million in real estate at the worst
possible
time.

On September 9, however, Judge Christopher S. Sontchi dismissed
the
case, saying Chapter 11 was not a proper vehicle for the
restructuring
of the terms under which Pitcairn would redeem its preferred
stock.
District Court Chief Judge Gregory M. Sleet affirmed the decision.

On September 23, Pitcairn relented, agreeing to settle the
dispute.
Under the deal, Mr. Blum will become the Company's chairman.
Pitcairn
will drop the case.


(C) Island One

Island One and its affiliates developed and managed time-share
resorts
in Florida and the U.S. Virgin Islands since 1981.  Through Navigo
Vacation Club, the companies developed a timeshare network that
extends throughout the U.S., Latin America, the Caribbean and
Europe.

Island One and five affiliates filed for bankruptcy protection in
Orlando, Florida (Bankr. M.D. Fla. Lead Case No. 10-16177).
Orlando-based Island One estimated both assets and debt in the
range
of $100 million to $500 million in its Chapter 11 petition.

The Company blamed falling sales and declining property values for
the
filing.  Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in
Orlando, Florida, serves as counsel to the Debtors.


(D) Rock US Holdings, Inc., et al.

Rock US Holdings Inc., through its affiliates, owns two commercial
buildings in Manhattan. The buildings are located at 100-104 Fifth
Avenue and 183 Madison Avenue.  Rock US estimated assets of up to
$50,000 and debts of $100 million to $500 million in its Chapter
11
petition.  Two of the debtor-affiliates Rock New York (100 104
Fifth
Avenue) LLC and Rock New York (183 Madison Avenue) LLC estimated
as
much as $500 million in assets.

Rock US and three affiliates sought bankruptcy protection under
Chapter 11 on September 15, 2010 (Bankr. D. Del. Lead Case No.
10-12892).  Bloomberg News says Rock US is selling its properties
as
part of a pre-packaged restructuring plan.  Dow Jones' DBR Small
Cap
reports that a federal watchdog says proposed deals to purchase
two
commercial buildings from Rock US Holdings for nearly $170
million,
plus the assumption of liabilities, contain a provision that could
"chill" competitive offers.

Two former U.S. executives at Rock US Holdings have disputed the
plan,
citing unlawful liability releases.  The U.S. Bankruptcy Court
will
consider the adequacy of the Disclosure Statement and confirmation
of
the Plan during a hearing set for November 9, 2010, at 9:30 a.m.
prevailing Eastern Time.  Objections to the Disclosure Statement
and
the Plan must be filed with the Clerk of the Court by October 18,
2010.


(E) Ultimate Escapes Holdings

Kissimmee, Florida-based Ultimate Escapes, Inc., is a luxury
destination club that sells club memberships offering members
reservation rights to use its vacation properties, subject to the
rules of the club member's Club Membership Agreement.  The
Company's
properties are located in various resort locations throughout the
world.

Ultimate Escapes filed for Chapter 11 bankruptcy on September 20,
2010
(Bankr. D. Del. Case No. 10-12915) to facilitate the sale of its
assets to its secured lender.  CapitalSource serves as stalking
horse
bidder.  It is offering $65.2 million for the assets.  Competing
bids
are due October 15.  An auction will be held October 18 if rival
offers are received.  The Debtors will seek approval of the
winning
bid at a hearing on October 20.

Scott D. Cousins, Esq., Matthew L. Hinker, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Holdings estimated assets at $10 million to $50 million and debts
at
$100 million to $500 million as of the Petition Date. The
Company's
balance sheet at June 30, 2010, showed $188.7 million in total
assets,
$222.0 million in total liabilities, and a stockholders' deficit
of
$33.3 million.


* Bankruptcy Lawyers Field Calls from Troubled Municipalities
-------------------------------------------------------------
Corporate bankruptcy attorneys are finding more work in the public
space as more municipalities, facing tax revenue shortfalls and
increasing liabilities, seek to restructure their debt, according
to American Bankruptcy Institute.


* TMA Survey Says Restructuring Revenue Flat or Decreased
---------------------------------------------------------
Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review,
reports that about 70% of respondents to the Turnaround Management
Association's Trend Watch survey expect flat or decreased revenue
from turnaround situations this year compared to 12 months ago, as
the expectation of more opportunities due to global economic woes
hasn't materialized.

DBR relates that of those polled, 41% expect to see revenue
decrease by as much as 50%.  While slightly more than half of the
respondents still expect revenue increases of more than 10% in
2011, 64% of last year's respondents had that expectation about
2010.

"It's almost like things are frozen," said William K. Lenhart, a
partner with BDO Consulting in New York, according to DBR.

DBR says about 70% of respondents said they were working on
restructurings outside of bankruptcy court, a huge jump from 42%
last year.  The number of firms that said their work has involved
preparing companies for mergers declined slightly.

DBR also relates that eight out of 10 respondents expect their
firms to either cut or not add staff, up from 55% last year.  When
it comes to hiring, the percentage of respondents emphasizing
private industry experience increased compared to last year.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 28, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Level Professional Development Program
        Weil, Gotshal & Manges LLP, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29, 2010
  RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP, INC.
     17th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact: 1-903-595-3800;
                    http://www.renaissanceamerican.com/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 26-28, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Distressed Investing Conference
        Aria Las Vegas
           Contact: http://www.turnaround.org/

Jan. 27-28, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 3-5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Caribbean Insolvency Symposium
        Westin Casuarina Resort & Spa, Grand Cayman Island
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 24-25, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Valcon
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 7-9, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 10-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/ Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Marriott Tampa Waterside, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 17-19, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 27-29, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott, Chicago, IL
           Contact: http://www.turnaround.org/

May 5, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - New York City
        Association of the Bar of the City of New York,
        New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        Hilton New York, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 15, 2010

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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